JUPITER
GREEN INVESTMENT
TRUST PLC
Annual Report & Accounts
101488 Jupiter Green Investment Trust annual report 31.03.22.indd 3 13/04/2022 14:33:09
For the year ended 31 March 2024
jupiteram.com
101488 Jupiter Green Investment Trust annual report 31.03.22.indd 5 13/04/2022 14:33:23
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101488 Jupiter Green Investment Trust annual report 31.03.22.indd 5 13/04/2022 14:33:23
JUPITER GREEN INVESTMENT TRUST PLC | ANNUAL REPORT AND ACCOUNTS
4
101488 Jupiter Green Investment Trust annual report 31.03.22.indd 4 13/04/2022 14:33:16
FOR THE YEAR ENDED 31 MARCH 2024
1
Contents
Corporate Purpose, Strategic and Investment Objectives and Investment Approach
2
Strategic Report
Financial Highlights
4
Chairman’s Statement
5
Why Invest in Jupiter Green?
8
Investment Adviser’s Review
9
Investment Portfolio
12
Company Profiles for Top Twenty Investments
14
Analysis of Investments by Investment Theme, Stage of Development, Geography and Economic Sector
16
Stock Stories
17
Strategic Review
19
Dividend Policy, Planned Life of the Company, Discount Control and Subscription Rights
33
Report of the Directors & Governance
Directors
34
Report of the Directors
35
Corporate Governance
41
Report of the Audit Committee
45
Directors’ Remuneration Report and Policy
47
Statement of Directors’ Responsibilities
51
Independent Auditors’ Report
53
Accounts
Statement of Comprehensive Income
62
Statement of Financial Position
63
Statement of Changes in Equity
64
Cash Flow Statement
65
Notes to the Accounts
66
Company Information
81
Investor Information
82
Important Risk Warnings
88
Glossary of Terms including Alternative Performance Measures
89
2
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
Corporate Purpose, Strategic
and Investment Objectives and
Investment Approach
Corporate Purpose
Jupiter Green Investment Trust PLC (the ‘Company’) exists to invest in companies which are developing
and implementing solutions for the world’s environmental challenges.
Strategic Objectives
The strategic objectives of the Company are:
1. to achieve its Investment Objective;
2. to market and explain the attractions of the Company to existing and potential investors; and
3. to increase the size of the Company so that it reaches a size which is attractive to institutional and
wealth management investors.
FOR THE YEAR ENDED 31 MARCH 2024
3
Investment Objective
The investment objective of the Company is to achieve capital growth and income, both over the long term,
through investment in a diverse portfolio of companies providing environmental solutions.
Investment Policy
To achieve its investment objective, the Company invests globally in companies which have a significant focus on
environmental solutions. Specifically, the Company looks to invest across six environmental themes;
From the year ended 31 March 2021, the Company’s investment focus was adjusted towards companies which
are innovating technological solutions to sustainability challenges (‘innovators’) and companies that are already
rapidly delivering proven sustainable solutions in their markets (‘accelerators’), while reducing exposure to more
established companies (‘established leaders’) that are focused on delivering environmental solutions. A by-product
of these changes is a greater focus on smaller companies which are at the forefront of the innovation driving
sustainable solutions.
Investment approach
The investment approach employed by the Company was established by Jupiter in 1988, making it one of the first
sustainable investment strategies in the world. The underlying investment philosophy of the strategy has remained
unchanged from that date, namely: To identify long-term investment opportunities in companies that provide
solutions to environmental challenges. In our opinion, the increasingly pivotal role that sustainability plays in global
development means that this philosophy is more relevant to investors today than ever before.
In essence, we believe that companies focused on providing solutions in areas such as climate change mitigation,
pollution prevention, the circular economy, and the sustainable use and protection of water and natural
ecosystems present multi-decade investment opportunities. The Company offers clients focused and specialist
exposure to these companies, generating both positive investment returns and beneficial outcomes for society.
The Company uses a benchmark, the MSCI World Small Cap Index, as a basis to assess and compare its investment
performance. However, the Company does not necessarily seek to replicate the constituent companies of the
benchmark in the Company’s investment portfolio. As a result, there is likely to be significant variation between
the Company’s performance and that of the benchmark.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
4
Financial Highlights for the year ended 31 March 2024
Capital Performance
As at 31 March
2024
As at 31 March
2023
Total assets less current liabilities (£’000) 50,318 54,578
Ordinary Share Performance
As at 31 March
2024
As at 31 March
2023
% change
Mid market price (p) 181.00 224.00 -19.2
Undiluted net asset value per ordinary share
▲
263.59 258.58 +1.9
Diluted net asset value per ordinary share
▲
263.13 259.86 +1.3
MSCI World Small Cap Index*** 435.48 390.67 11.5
Discount to net asset value (%)
▲
31.33 13.37
Ongoing charges ratio (%) excluding finance costs (Note 6)
▲
1.54 1.72
Performance (excluding dividend income) Since Launch
Year ended 31 March
Total assets
less current
liabilities
£’000
Net asset
value per
ordinary
share
p
Dividends
declared per
ordinary
share
p
Year-on-year
change in
net asset
value per
ordinary share
%
Year-on-year
change in
benchmark
index***
%
8 June 2006 (launch) 24,297 97.07 – – –
2007 31,679 118.07 – +22.3* –
2008 52,734 114.14 – -3.9** –
2009 33,809 76.86 – -32.7 -36.5
2010 43,590 106.65 – +38.8 +41.6
2011 41,085 120.49 0.40 +13.0 +11.0
2012 36,181 108.49 0.60 -10.0 -23.8
2013 37,571 124.42 1.20 +14.7 +10.3
2014 38,142 145.00 1.10 +16.5 +28.6
2015 38,545 152.35 0.55 +5.1 +10.6
2016 33,418 150.79 0.65 -1.0 -3.3
2017 38,509 184.33 1.20 +22.2 +28.4
2018 40,147 191.31 1.30 +3.8 +3.7
2019 35,934 188.70 2.20 -1.4 +6.0
2020 32,581 173.31 2.40 -8.2 +3.4
2021 53,304 266.73 0.64 +53.9 +61.0
2022 55,390 258.43 0.00 -3.1 +2.6
2023 54,578 258.58 0.00 0.0 -5.2
2024 50,318 263.59^ 0.00† +1.9 +11.5
* In September 2006, new ordinary shares totalling 1,058,859 were issued and in November 2006, new ordinary shares totalling 600,000
were issued. Investment performance adjusted for the new issues of Ordinary shares.
** In April, July and August 2007, new ordinary shares totalling 20,249,074 were issued and a total of 737,963 ordinary shares were cancelled
in March 2008. Investment performance adjusted for the new issues and the subsequent cancellation of shares.
*** With effect from 2 September 2020 the Company retrospectively changed its benchmark from the FTSE ET100 Total Return Index to the
MSCI World Small Cap Index, both expressed in sterling terms.
^ Being the exercise price for the purposes of the 2024 subscription rights.
† No final dividend will be paid.
▲
For definitions of the above Alternative Performance Measures please refer to the Glossary of Terms on page 89.
Strategic Report
FOR THE YEAR ENDED 31 MARCH 2024
5
Chairman’s Statement
Performance
I am pleased to present
the Annual Report and
Accounts for the Jupiter
Green Investment Trust
PLC (‘the Company’)
for the 12 months to
31 March 2024.
In the period under
review, financial markets were driven by intense
scrutiny of inflation data and central bank policy and
commentary around the direction of interest rates.
Markets came under pressure during the latter half
of 2023 as inflation remained elevated, central banks
vowed to keep interest rates higher for longer, bond
yields rose and economic growth slowed. A small
group of US-listed technology companies managed
to outperform the broader market as they were seen
to be beneficiaries of potential growth in artificial
intelligence. Inflation concerns eased late in the
year as data showed the inflation rate slowing, and
the US Federal Reserve forecast in December that it
would cut interest rates 2024. This triggered an equity
market rally that ran through early 2024.
Rising geopolitical tensions also impacted markets
during the period. These included the tragic war
in Ukraine, which reached its second anniversary
with no end in sight. In October, Hamas launched a
shocking attack on Israel, and Israel responded with
an intense air and ground attack in Gaza. The conflict
has left the region facing a profound humanitarian
and diplomatic crisis.
In environmental policy, the Global Stocktake
Technical Assessment report was released in
September. Its main takeaway was that the world is
off-track on the path to meeting the temperature
goal set out in the Paris Agreement. Crucially, there
remains an acknowledgement that the technologies
exist to reach the targets, if implemented in time.
The European Union’s Carbon Border Adjustment
Mechanism, which aims to introduce a tax on carbon-
intensive imports, entered its transitional phase.
The impact of global reporting standards may offer
opportunities to companies able to benefit from that
trend, while presenting a risk to those unwilling to
adapt.
The UK government announced a roll-back on
green policies, pushing back targets for vehicle
electrification and delaying a ban on new gas boilers.
These policies run counter to global measures,
particularly in the US.
The 28th Conference of Parties (COP) on climate
change was held in Dubai in December. Important
agreements were reached to aid countries most
adversely impacted by the effects of climate change,
and nations agreed to phase down fossil fuels.
Another important outcome was bringing food
into the scope of climate change action. More than
130 companies signed a declaration on sustainable
agriculture.
Discount Management and Review
The Board remains committed to its stated policy of
using share buy-backs with the intention of ensuring
that, in normal market conditions, the market price
of the company’s shares will track their underlying
net asset value.
The discount at which the ordinary shares trade
was 31.33 as at 31 March 2024. During the year
the Company’s shares traded at a discount to
its NAV ranging between 9.12% and 31.33%. The
Board continue to monitor the level at which the
Company’s shares trade and may seek to limit any
future volatility through the prudent use of share
buybacks, as circumstances require. The company
bought back a total of 2,031,011 shares for cancellation
at an average discount of 16.89%, adding 831,643 to
the NAV.
Despite this, the discount has recently traded out
further than the board would like. The Board takes
the performance of Jupiter Green's shares very
seriously and as such, we work energetically with our
corporate brokers and other advisers to articulate
the investment case to shareholders and potential
shareholders. In tandem, due to its relatively small
size and the challenging macro environment, the
Board is currently evaluating options for the future
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
6
Chairman’s Statement (continued)
of the business in recognition that it may be in the
best interests of shareholders for the Company
not to continue in its present form. At this point in
time, there can be no certainty as to the outcome
of this but the Board will notify the market at the
appropriate time.
The Board's statement on its consideration of the
Company’s ability to continue as a going concern
(with material uncertainty) is set out on page 37.
Subscription Issue
Each year shareholders are entitled to subscribe for
new ordinary shares on the basis of one new ordinary
share for every ten held. This year, the subscription
price was 258.58p (being the audited undiluted net
asset value of the ordinary shares as at 31 March
2023). As the market price on the subscription
date was 181.00p, the Board decided that the share
subscription would not be in the best interest of
shareholders and announced on 9 April 2024 that the
subscriptions received would be rejected.
Board Succession
In the Interim Report and Accounts, I noted that due
to my length of tenure it was my intention to step
down from the Board of the Company at the next
Annual General Meeting. As a result, the Nomination
Committee have been looking for replacements for
both the Chair of the Board and Simon Baker, who
is also approaching the limit of his tenure. However,
these searches have now been put on hold due to
the difficulty of finding suitable successors due to
the size of the Company and the prevailing structural
challenges it faces. As such, the Board composition
will remain as it was during the 12 months under
review.
Change in Administrator & Depositary
During the year the Board agreed that with effect
from 1 April 2024, Northern Trust be appointed
Administrator & Depositary for the Company.
Outlook
Technology and innovation are key to combating
the world’s climate and environmental crisis. These
solutions are now setting the pace for policy and
regulation – a welcome reversal to the previous
relationship. The scale of change required to reverse
global warming is creating significant opportunities
for investors to support environmental solutions
companies, which provide products and services
critical to achieving sustainability targets. It is
becoming ever more evident that these solutions will
spread widely and to as-yet unpenetrated sectors of
the global economy.
Governments are likely to continue to play a major
role, in terms to encouraging development of
environmental solutions as part of the path to net
zero, and through the regulating of all companies
to improve transparency around climate and
biodiversity impact.
As attitudes toward addressing climate solutions
shift, there is a broadening of the value chain beyond
the conventional lens. The opportunities throughout
the market that this creates will be plentiful and I
firmly believe the Jupiter Green Investment Trust
remains well-positioned to identify them.
Michael Naylor
Chairman
25 July 2024
FOR THE YEAR ENDED 31 MARCH 2024
7
30/04/2023
31/05/2023
30/06/2023
31/07/2023
31/08/2023
30/09/2023
31/10/2023
30/11/2023
31/12/2023
31/01/2024
28/02/2024
31/03/2024
Premium/Discount
-35
-30
-25
-20
-15
-10
-5
0
5
10
Share Price Premium/Discount to Net Asset Value (1 April 2023 – 31 March 2024)
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
8
Jupiter Green provides:
■ the potential for capital growth; and
■ beneficial outcomes for the planet and
society
by investing in a diversified portfolio of
companies which are developing and
implementing solutions for the world’s
environmental challenges.
One of the first sustainable investment
strategies in the world
Established in 1988, the underlying investment
philosophy of the Jupiter Environmental Solutions
team has remained unchanged, namely: To identify
long-term investment opportunities in companies
that provide solutions to environmental challenges.
A focus on six sustainable investment themes
We concentrate our investments in six sustainable
themes which are specifically focused on solutions
for the world’s environmental challenges. Each of
these themes is described in more detail on page 9.
A focus on innovation
We focus our investment on companies which are
innovating technological solutions to sustainability
challenges and companies that are rapidly delivering
proven sustainable solutions in their markets.
We describe these companies as ‘Innovators and
‘Accelerators’. The proportion of the portfolio held in
innovators and accelerators is set out on page 16.
A global focus
We seek out the very best and most innovative
companies from around the world irrespective of
market capitalisation. The countries and economic
sectors in which we invest are set out on page 16.
A large and experienced investment team
The four-strong Environmental Solutions team that
manages Jupiter Green Investment Trust PLC works
alongside six dedicated sustainability specialists.
Together, Jupiter’s expertise amounts to over
120 years of experience in sustainable investing.
Why invest in Jupiter Green?
FOR THE YEAR ENDED 31 MARCH 2024
9
Market review
The period under
review was defined by
the dominance of the
‘Magnificent 7’ mega-cap
technology companies,
particularly those
supported by Artificial
Intelligence (AI) as a structural tailwind. Alongside
this dynamic, markets have also faced a period of
volatility as investors have responded to concerns
about the persistence of inflation, rising interest rates
and geopolitical uncertainty.
However, in this environment environmental
solutions businesses – the Company’s investment
universe – was resilient overall but mixed at an
individual theme level. Combinations of areas of
weakened environmental policy commitments,
as well as signals of moderating growth rates
in pockets of solution themes, was offset by
continued structural growth and positive outlooks
elsewhere. For example, following several years of
strong growth, a weaker consumer environment
combined with a more challenging policy backdrop
has tempered expectations in the nearer future for
electric vehicle sales growth, while expectations
have risen significantly for investments into critical
infrastructure such as in areas of water-related
technologies and solutions for efficient, clean, and
resilient power grids.
As long-term investors seeking to identify companies
which provide products or services designed to
address global environmental challenges, we have
been encouraged by areas of convergence at recent
global summits. We echo the Chairman’s view that a
pivotal step at the COP 28 Climate Conference was
to bring food systems into national climate plans
for the first time. This move has also served to help
broaden the opportunity set investors looking to
access solutions to reduce greenhouse gases across
the economy, including those that improve natural
resource efficiencies in food systems.
Policy Review
The Company’s approach to investing in sustainable
solutions remains focussed on six environmental
solutions themes:
■ Circular Economy: solutions for sustainable
materials and resource stewardship
■ Clean Energy: generation, storage and distribution
■ Sustainable Oceans & Freshwater Systems:
conservation and management
■ Green Mobility: technologies and services for
sustainable movement
■ Green Buildings & Industry (GBI): enabling a low
carbon transition
■ Sustainable Agriculture & Land Ecosystems:
solutions protecting natural resources and well-
being
Within those themes, the Company is focused on
companies – many of them on the smaller end of
the market capitalisation spectrum – that are at
the forefront of innovating technological solutions
to environmental challenges with a large potential
market (‘innovators’), as well as companies that
are already rapidly delivering proven solutions
in their markets (‘accelerators’). We believe this
approach should deliver attractive capital growth to
shareholders over the long term.
Despite the challenging market backdrop for
environmental solutions companies, the period
under review evidenced the attractive multi-
decade opportunity afforded by an opportunity
set of companies focussed on providing products
and services which address vital environmental
challenges.
Leading returns was the Company’s Sustainable
Oceans & Freshwater Systems theme, alongside the
Green Building & Industry (GBI) theme. GBI is one of
the Company’s largest allocations, alongside Circular
Economy, at around 25%, and includes solutions
for energy efficiency applications that are critical
to a resilient and decarbonised power sector. The
prospect of a step-change in power demand in
Investment Adviser’s Review
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
10
the US given an increase in planned industrial and
data-centre investments also served to bolster
the outlooks for several companies in this theme.
Monolithic Power, Acuity Brands and Schneider
Electric were among the top stock contributors
within the theme.
The Water theme, which comprises relatively less at
approximately 11% of our overall portfolio allocation,
offers both diversification and access to structural
opportunities related to much-needed investment
in water infrastructure. Our investments focus on
leading solution providers operating globally to serve
utility and commercial sectors, as opposed to water
utilities themselves.
Companies within the theme also offer climate
adaptation solutions, improving efficiencies in water
usage, addressing flooding control during the period
of unusually high rainfall. The largest contributor
at the stock level over 12 months was Advanced
Drainage Systems, a US-based leader in stormwater
management solutions. We recently took profits
from the company following a rally on strong
results. While the Green Mobility theme has faced
headwinds on slowing growth in electric vehicle (EV)
sales which has weakened sentiment for some of
our investments engaged in the EV supply chain, our
position in Horiba, a Japanese precision instrument
manufacturer, contributed very positively over the
year.
The largest detractor to performance during the
year was the Clean Energy theme. The theme has an
approximate 18% weighting in the portfolio, and saw
setbacks where companies such as Solaredge and
Orsted faced considerable pressure from relatively
high interest rates, supply chain constraints and rising
input costs.
Outlook
We have a long-held conviction that global
development is and always has been dependent on
the natural world. While we remain highly cognisant
of geo-political tensions, potential macro-economic
weaknesses and regulatory risks for instance that
impact upon our investment landscape like any other,
we would highlight that observed changes to the
environment, not least climate indicators, are more
severe than anticipated and in many cases still not
fully explained.
Our conviction also remains that this presents an
ever-more compelling long-term growth opportunity
for leading companies focussed on delivering real-
world solutions to protecting the climate as well
as wider forms of natural capital, including water
resources and biodiversity.
It is notable that growth drivers within our
environment solution themes continue to be buoyed
by an appreciation of the broader benefits of
environmental solutions amongst corporations and
governments. Areas where this is apparent include
the role environmental technologies are playing in
helping to address growing energy security concerns,
and the benefits to human health of tackling
longstanding and ‘emerging’ pollutants in water
resources.
In our view, this will continue to provide resilience
in investment returns at a time when there is a risk
that policy commitment to environmental agendas,
at least at the headline level, may wane or even take
a backwards step, with the US election later this year
a notable case in point. However, we are encouraged
by the clear signals of a widespread recognition
that, irrespective of political leaning, environmental
technologies and services across our six investment
themes will play a pivotal role in the economy of the
future.
Jon Wallace
Investment Fund Manager
Jupiter Asset Management Limited
Investment Adviser
25 July 2024
Investment Adviser’s Review (continued)
FOR THE YEAR ENDED 31 MARCH 2024
11
Top five contributors and detractors
Detail
Total Return (%) Contribution to Return (%)
Contributors
ADVANCED DRAINAGE SYSTEMS, INC. 100.99 1.86
HORIBA, LTD. 75.03 1.35
ACUITY BRANDS, INC. 44.28 1.19
SCHNEIDER ELECTRIC SE 35.38 0.99
MONOLITHIC POWER SYSTEMS INC 33.38 0.98
Detail
Total Return (%) Contribution to Return (%)
Detractors
ORSTED A/S -35.99 -0.76
CERES POWER HOLDINGS PLC -63.58 -0.85
NEXTERA ENERGY PARTNERS LP -46.75 -1.15
RE:NEWCELL AB -92.67 -1.53
SOLAREDGE TECHNOLOGIES, INC. -77.16 -1.98
Source: Bloomberg.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
12
At 31 March 2024
31 March 2024 31 March 2023
Company Country of Listing
Market value
£’000
Percentage
of Portfolio
Market value
£’000
Percentage
of Portfolio
Clean Harbors United States of America 1,697 3.4 1,402 2.5
Acuity Brands United States of America 1,694 3.4 1,371 2.5
Xylem United States of America 1,669 3.4 1,186 2.2
Waste Connections Canada 1,617 3.3 1,415 2.6
Republic Services United States of America 1,612 3.3 1,163 2.1
Prysmian Italy 1,595 3.2 1,728 3.1
Veolia Environnement France 1,506 3.0 1,851 3.4
Vestas Wind Systems Denmark 1,483 3.0 1,575 2.9
Borregaard Norway 1,465 3.0 1,277 2.3
Novonesis (Novozymes) Denmark 1,463 2.9 971 1.8
Advanced Drainage Systems United States of America 1,430 2.9 1,044 1.9
Schneider Electric France 1,407 2.8 1,707 3.1
Stantec Canada 1,406 2.8 1,551 2.8
Infineon Technologies Germany 1,313 2.6 1,845 3.3
Watts Water Technologies United States of America 1,303 2.6 1,447 2.6
ANSYS United States of America 1,295 2.6 1,494 2.7
Trimble United States of America 1,284 2.6 1,301 2.4
Renewi United Kingdom 1,250 2.5 1,225 2.2
Veralto United States of America 1,227 2.5 – –
Monolithic Power Systems United States of America 1,203 2.4 1,575 2.9
DSM-Firmenich Switzerland 1,201 2.4 – –
Eurofins Scientific Luxembourg 1,197 2.4 1,113 2.0
Alfa Laval Sweden 1,124 2.3 1,045 1.9
TOMRA Systems Norway 1,061 2.1 1,145 2.1
Horiba Japan 1,004 2.0 941 1.7
Flat Glass Group China 952 1.9 830 1.5
Hannon Armstrong Sustainable
Infrastructure Capital, REIT United States of America 945 1.9 972 1.8
First Solar United States of America 903 1.8 1,263 2.3
Littelfuse United States of America 888 1.8 960 1.7
Aptiv Jersey 874 1.8 1,021 1.9
Ormat Technologies United States of America 871 1.8 908 1.7
Belimo Holding Switzerland 842 1.7 – –
Atlas Copco Sweden 803 1.6 617 1.1
Shimano Japan 803 1.6 944 1.7
Orsted Denmark 788 1.6 1,099 2.0
Azbil Japan 698 1.4 701 1.3
Daiseki Japan 694 1.4 917 1.7
Brambles Australia 671 1.4 585 1.1
Corbion Netherlands 663 1.3 579 1.0
NextEra Energy Partners United States of America 623 1.3 1,287 2.3
Befesa Luxembourg 621 1.3 837 1.5
Sensirion Holding Switzerland 499 1.0 754 1.4
Investment Portfolio
FOR THE YEAR ENDED 31 MARCH 2024
13
31 March 2024 31 March 2023
Company Country of Listing
Market value
£’000
Percentage
of Portfolio
Market value
£’000
Percentage
of Portfolio
EDP Renovaveis Spain 448 0.9 – –
Greencoat Renewables Ireland 413 0.8 530 1.0
Hoffmann Green Cement
Technologies France 319 0.6 208 0.4
Innergex Renewable Energy Canada 310 0.6 581 1.1
SolarEdge Technologies United States of America 302 0.6 1,319 2.4
Ceres Power Holdings United Kingdom 250 0.5 686 1.2
Total Investments 49,686 100.0
The holdings listed above are all equity shares unless otherwise stated.
Cross Holdings in other Investment Companies
As at 31 March 2024, 0.8% of the company’s total assets was invested in Greencoat Renewables, an Irish listed
investment company.
Whilst the requirements of the UK Listing Authority permit the Company to invest up to 10% of the value of
the total assets of the Company (before deducting borrowed money) in other investment companies (including
investment trusts) listed on the Main Market of the London Stock Exchange, it is the Directors’ current intention
that the Company invests not more than 5% in other investment companies.
Investment Portfolio (continued)
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
14
Key to Investment Themes
CLEAN HARBORS INC Clean Harbors engages in the provision of environmental, energy, and industrial
services. It operates through the Environmental Services and the Safety-Kleen
Sustainability Solutions segments.
ACUITY BRANDS INC Acuity engages in the provision of lighting and building management solutions
and services, with a focus on delivering energy efficiencies.
XYLEM INC Xylem is a global water technology provider with a purpose of helping
customers solve the world’s toughest water challenges across utility, industrial,
commercial, and residential markets worldwide.
WASTE CONNECTIONS INC Waste Connections engages in the provision of non-hazardous waste
collection, recyling and disposal services.
REPUBLIC SERVICES INC Republic Services is a waste collection and recyling company active in North
America.
PRYSMIAN SPA Prysmian is a global leader in high-voltage cables for energy transfer and
distribution and set to benefit from energy grid investments to improve
efficiency, reliability, and bringing ever-increasing volumes of renewable energy
from its source to demand centres
VEOLIA ENVIRONNEMENT Veolia Environnement is focussed on providing water, waste and energy
management services.
VESTAS WIND SYSTEMS A/S Vestas Wind Systems develops, manufactures, and markets wind turbines that
generate electricity. The Company also installs the turbines and offers follow-
up and maintenance services of the installations. Vestas produces the wind
turbines and its components through subsidiaries and associated companies in
many countries, and operates a worldwide sales and service network
BORREGAARD ASA Borregaard enables the substitution of oil-based chemicals with natural
alternatives derived from wood waste for a wide range of materials
NOVONESIS (NOVOZYMES) B Formerly Novozymes, Novonesis is a global leader in industrial enzymes and
microbial solutions that help improve efficiencies and lower environmental
impacts accross sectors including household care products, food and beverages,
and bioenergy.
ADVANCED DRAINAGE SYSTEMS Advanced Drainage Systems provides stormwater management systems in the
US. It is the leading manufacturer of high-performance thermoplastic pipe that
delivers water management and drainage solutions for use in the underground
construction and infrastructure marketplace. The company’s products are
generally lighter, more durable, more cost effective and easier to install than
comparable alternatives made with traditional materials.
Company Profiles for Top Twenty Investments
FOR THE YEAR ENDED 31 MARCH 2024
15
SCHNEIDER ELECTRIC SE Schneider Electric SE manufactures electrical power products to enable energy
efficiency, ranging from car chargers to voltage transformers.
STANTEC INC Stantec is engaged in design and engineering solutions in areas such as water
and energy infrastructure.
INFINEON TECHNOLOGIES AG Infineon Technologies is a world leader in semiconductor solutions that make
life easier, safer and greener, and a key enabler of electric vehicles.
WATTS WATER
TECHNOLOGIES-A
Watts Water Technologies designs, manufactures, and sells solutions for
residential and commercial water markets
ANSYS INC Ansys is the world’s leading engineering simulation software provider, helping
customers across many sector to reduce material use and design products that
are more readily recyclable.
TRIMBLE INC Trimble engages in the provision of positioning technology solutions. It
operates through the following segments: Buildings and Infrastructure,
Geospatial, Resources and Utilities, and Transportation
RENEWI PLC Renewi is a European waste management business with a focus on recovering
resources from waste and working with leading businesses to enable their
circular economy efforts
VERALTO CORP Veralto manufactures equipment for managing, testing, protecting and treating
water supplies. A global business, it has a focus on water treatment chemicals
as well as physical treatment technologies such as UV disinfection and reserve
osmosis filtration.
MONOLITHIC POWER SYSTEMS
INC
Monolithic Power Systems, Inc. designs and manufactures power management
solutions. The Company provides power conversion, LED lighting, load switches,
cigarette lighter adapters, chargers, position sensors, analog input, and other
electrical components. Monolithic Power Systems serves customers globally.
Company Profiles for Top Twenty Investments (continued
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
16
As at 31 March 2024 (ex-cash)
Environmental theme
Stage of Development
Circular
economy
%
Clean
Energy
%
Green
Buildings &
Industry
%
Green
Mobility
%
Sustainable
agriculture
and Land
ecosystems
%
Sustainable
Ocean &
Freshwater
Systems
%
Total
%
Accelerators* 12.30 15.20 18.99 3.60 13.48 8.94 72.51
Established Leaders* 11.26 – 4.05 3.80 – 2.68 21.79
Innovators* 2.66 2.37 0.67 – – – 5.70
Total 2024 26.22 17.57 23.71 7.40 13.48 11.62 100.00
* Innovators are companies that are innovating technological change to environmental challenges. Accelerators are companies that
already have a proven solution to environmental challenges and are set to continue rapid growth within their addressable market.
Established leaders are larger companies which have developed a commanding presence in their chosen markets.
Analysis of Investments by Investment Theme, Stage of Development, Geography and
Economic Sector
As at 31 March 2024 (ex-cash)
Sectors
United
States of
America
%
Japan
%
France
%
United
Kingdom
%
Denmark
%
Others
%
Total
%
Basic Materials – – – – – 3.0 3.0
Consumer Discretionary – 1.6 – – – 1.8 3.4
Consumer Staples – – – – – 3.7 3.7
Energy 2.4 – – 0.5 3.0 – 5.9
Health Care – – – – 2.9 2.4 5.3
Industrials 19.2 3.4 3.4 – – 18.0 44.0
Real Estate 1.9 – – – – – 1.9
Technology 5.0 – – – – 2.6 7.6
Utilities 9.8 1.4 3.0 2.5 1.6 6.9 25.2
Total 2024 38.3 6.4 6.4 3.0 7.5 38.4 100.0
Analysis of Investments by Geography and Economic Sector
Analysis of Investments by Investment Theme and Stage of Development
FOR THE YEAR ENDED 31 MARCH 2024
17
Stock Stories
Jupiter Green invests in some of the most
exciting and innovative companies focused on
solving a range of environmental challenges.
Two examples of these companies are
Advanced Drainage Systems and Acuity which
are described in more detail in this section.
Advanced Drainage Systems is a key contributor
to two of the environmental solution themes:
Sustainable Oceans & Freshwater Systems and
Circular Economy. A manufacturer of thermoplastic
pipe in the United States, with products designed
to handle the full lifecycle of rainfall including
stormwater drainage, 57% of the company’s pipes are
made from recycled plastics, making the company
the second largest recycling company in the US,
recycling over 245,000 tonnes of household and
industrial plastics annually. This avoids an estimated
295,000 tonnes of CO2 equivalent from being
released into the atmosphere. As the industry leader
driving the shift from concrete and steel to plastic
pipeline, the company has cost-competitive products
capturing market share with lower environmental
impacts, while also benefitting from growing
spending towards building climate change resilience
into hydrology systems to keep cities and waterways
safe from pollution and excessive stormwater runoff.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
18
Acuity is a global leader in LED lighting, which is a
critical solution for lowering energy consumption
demand in buildings and public spaces as it delivers
up to 90% energy efficiency savings compared to
alternative legacy products such as incandescent
and fluorescent lighting products. Lighting accounts
for 19% of global electricity consumption and 5% of
global CO2 emissions. Acuity serves primarily the
North American market, where it estimates that 75%
of existing building stock was built prior to 2000
and has not received a major lighting upgrade since.
Replacing the estimated 3.5bn luminaires and 133mn
exterior luminaires with more efficient LED products
would require an approximate investment of $300bn
and result in around 165mn tCO2e avoided annually.
The Inflation Reduction Act (IRA) in the US and
increased regulatory support for LED products and
Net Zero Ready Buildings are expected to serve as
further tailwinds for Acuity’s products and services.
Stock Stories (continued)
Stock Stories (continued)
FOR THE YEAR ENDED 31 MARCH 2024
19
The Strategic Report has been prepared in
accordance with the Companies Act 2006 (Strategic
Report and Directors’ Report) Regulations 2013.
The Strategic Report seeks to provide shareholders
with the relevant information to enable them to
assess the performance of the Directors of the
Company during the period under review.
Business and Status
During the year the Company carried on business
as an investment trust with its principal activity
being portfolio investment. The Company has been
approved by HM Revenue & Customs (‘HMRC’) as an
investment trust subject to the Company continuing
to meet the eligibility conditions of sections 1158
and 1159 of the Corporation Taxes Act 2010 and the
ongoing requirements for approved companies as
detailed in Chapter 3 of Part 2 of the Investment
Trust (Approved Company) (Tax) Regulations 2011.
In the opinion of the Directors, the Company has
conducted its affairs in the appropriate manner to
retain its status as an investment trust.
The Company is a public limited company and is
an investment Company within the meaning of
section 833 of the Companies Act 2006. It is also an
Alternative Investment Fund (AIF) for the purposes
of the EU Alternative Investment Fund Managers
Directive.
The Company has a fixed share capital although
it may issue or purchase its own shares subject to
shareholder approval, usually sought annually.
The Company is not a close Company within the
meaning of the provisions of the Corporation Tax Act
2010 and has no employees.
The Company was incorporated in England & Wales
on 12 April 2006 and started trading on 8 June 2006,
immediately following the Company’s launch.
Reviews of the Company’s activities are included in
the Chairman’s Statement and Investment Adviser’s
Review on pages 5 to 10.
There has been no significant change in the activities
of the Company during the year to 31 March 2024
and the Directors anticipate that the Company will
continue to operate in the same manner during the
current financial year.
Investment Objective
The investment objective of the Company is to
achieve capital growth and income, both over the
long term, through investment in a diverse portfolio
of companies providing environmental solutions.
Investment Strategy
The Investment Adviser has adopted a bottom-
up approach. The Investment Adviser, supported
by Jupiter’s Governance and Sustainability team,
researches companies, ensuring that each potential
investment falls within the Company’s stated
investment policy. Consideration is also given to
a potential investment’s risk/return profile and
growth prospects before an investment is made.
Once companies operating within the appropriate
theme have been identified and due diligence
has been carried out, the Investment Adviser will
decide whether a particular investment would be
appropriate.
Investment Policy
From the year ended 31 March 2021, the Company’s
investment focus was adjusted towards a greater
emphasis on Companies which are innovating
technological solutions to sustainability challenges
(‘innovators’) and companies that are already rapidly
delivering proven sustainable solutions in their
markets (‘accelerators’). A by-product of these
changes is a greater focus on smaller companies
which are at the forefront of the innovation driving
sustainable solutions.
Strategic Review
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
20
The following investment restrictions are observed:
■ no more than 5% of the Company’s total assets (at
the time of such investment) may be invested in
unlisted securities;
■ no more than 15% of the total assets of the
Company (before deducting borrowed money) is
lent to or invested in any one Company or group
at the time the investment or loan is made. For
this purpose any existing holding in the Company
or group concerned is aggregated with the
proposed investment;
■ distributable income is principally derived from
investments;
■ not more than 10%, in aggregate, of the value
of the total assets of the Company (before
deducting borrowed money) is invested in other
UK listed investment companies (including
investment trusts) listed on the Official List. Whilst
the requirements of the UK Listing Authority
permit the Company to invest up to this 10%
limit, it is the Directors’ current intention that the
Company invests not more than 5%, in aggregate,
of the value of the total assets of the Company
(before deducting borrowed money) in such other
investment companies; and
■ the Company at all times invests and manages
its assets in a way which is consistent with its
objective of spreading investment risk.
In accordance with the requirements of the UK
Listing Authority, any material changes in the
principal investment policies and restrictions of the
Company would only be made with the approval of
shareholders by ordinary resolution.
Future Developments
It is the Board’s ambition to continue to grow the
asset base of the Company through a combination
of organic growth of net asset value and issuance
of new shares with a view to achieving the critical
mass necessary to attract broader demand from large
national discretionary wealth managers, and other
long-term institutional buyers of investment trust
shares. The Board is currently evaluating options for
the future of the business in recognition that it may be
in the best interests of shareholders for the Company
not to continue in its present form. At this point in
time, there can be no certainty as to the outcome
of this but the Board will notify the market at the
appropriate time.
Benchmark Index
The Company’s benchmark is the MSCI World Small
Cap Index.
Management
The Company has no employees and most of its
day to day responsibilities are delegated to Jupiter
Asset Management Limited (‘JAM’), who act as
the Company’s Investment Adviser and Company
secretary. Further details of the Company’s
arrangement with JAM and the Alternative
Investment Fund Manager (‘AIFM’), Jupiter Unit
Trust Managers Limited, can be found in Company
Information to the accounts on page 81. Both JAM
and JUTM are part of the Jupiter Group which
comprises Jupiter Fund Management PLC and all of its
subsidiaries (‘Jupiter’).
J.P. Morgan Europe Limited (‘JPMEL’) acts as the
Company’s depository. The Company has also
entered into an outsourcing arrangement with J.P.
Morgan Chase Bank N.A. (‘JPMCB’) for the provision
of accounting and administration services.
Although JAM is named as the company secretary,
JPMEL provides administrative support to the
Company secretary as part of its formal mandate to
provide broader fund administration services to the
Company.
During the year the Board agreed that with effect
from 1 April 2024, Northern Trust be appointed
Administrator & Depositary for the Company
Viability Statement
In accordance with Provision 36 of the Code of
Corporate Governance as issued by the Association
of Investment Companies in February 2019 (the ‘AIC
Code’), the Board has assessed the prospects of
the Company over a longer period than the twelve
months required by the ‘Going Concern’ provision,
reviewing in line with the three year cycle of the
continuation vote. The Company’s investment
objective is to achieve capital growth and income,
both over the long term and the Board regards the
Company as a long-term investment.
Strategic Review (continued)
Strategic Review (continued)
FOR THE YEAR ENDED 31 MARCH 2024
21
The Board has considered the Company’s business
model including its investment objective and
investment policy as well as the principal and
emerging risks and uncertainties that may affect the
Company as detailed on page 23.
Notwithstanding, as discussed in the Chairman’s
Statement, the board is currently evaluating the
options for the future of the Company and the
material uncertainty identified in relation to this
matter.
In addition, the Board has considered the reporting
produced by the Jupiter Investment Risk Team
concerning a number of potential future scenarios
resulting from ongoing market volatility. The Board
continues to monitor income and expense forecasts
for the Company.
The Board has noted that:
■ The Company holds a highly liquid portfolio
invested in listed equities.
■ The investment management fee is the most
significant expense of the Company. It is charged
as a percentage of the portfolio value and so
would reduce if the market value of the portfolio
were to fall. The remaining expenses are more
modest in value and are predicable in nature.
No significant increase to ongoing charges or
operational expenses is anticipated.
■ Green and sociably responsible investing is now
high on the agenda of many retail investors and
notwithstanding the Board’s evaluation of options,
the Company is well placed to attract these retail
investors through targeted marketing.
■ Climate change is a key issue for asset managers
and their investors. ESG issues are integrated into
the Company’s investment processes and these
are continually monitored to ensure that the
investment objectives are followed to mitigate
any risk of the perception of greenwashing and
any related litigation.
■ The Board is satisfied that Jupiter and the
Company’s other key third-party suppliers
maintain suitable processes and controls to ensure
that they can continue to provide their services to
the Company.
The Board has therefore concluded that there is a
reasonable expectation that the Company will be
able to continue in operation and meet its liabilities
as they fall due over the next three years.
Gearing
Gearing is defined as the ratio of a Company’s
debt less cash held compared to its equity capital,
expressed as a percentage. The effect of gearing is
that in rising markets the Company tends to benefit
from any growth of the Company’s investment
portfolio above the cost of payment of the prior
ranking entitlements of any lenders and other
creditors. Conversely, in falling markets the Company
suffers more if the Company’s investment portfolio
underperforms the cost of those prior entitlements.
The Company may utilise gearing at the director’s
discretion for the purpose of financing the
Company’s portfolio and enhancing shareholder
returns. In particular, the Company may be geared
by bank borrowings which will rank in priority to the
ordinary shares for repayment on a winding up or
other return of capital.
The Articles provide that, without the sanction of
the Company in a general meeting, the Company
may not incur borrowings above a limit of 25% of the
Company’s total assets at the time of drawdown of
the relevant borrowings.
Loan facility
The Company has a revolving loan facility agreement
with Royal Bank of Scotland International Limited
of £5 million which the Investment Adviser has
been authorised by the Board to draw down for
investment purposes. The facility to gear the
Company’s investment portfolio is deployed
tactically by the Investment Adviser with a view to
enhancing shareholder returns. The Directors have
determined that the maximum level of gearing will
be 25% of the Company’s total assets at the time of
drawdown. The finance costs shown in the Statement
of Comprehensive Income are in respect of interest
charges on the utilised balance along with the costs
incurred for non-utilisation of the facility during the
year to the end of the loan term.
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
22
Use of Derivatives
The Company may invest in derivative financial
instruments comprising options, futures and
contracts for difference for investment, hedging
and efficient portfolio management, as more fully
described in the investment policy. There is a risk
that the use of such instruments will not achieve
the goals desired. Also, the use of swaps, contracts
for difference and other derivative contracts
entered into by private agreements may create
a counterparty risk for the Company. This risk is
mitigated by the fact that the counterparties must
be institutions subject to prudential supervision and
that the counterparty risk on a single entity must be
limited in accordance with the individual restrictions.
There were no open derivatives at year end.
Currency Hedging
The Company’s accounts are maintained in sterling
while investments and revenues are likely to be
denominated and quoted in currencies other than
sterling. Although it is not the Company’s present
intention to do so, the Company may, where
appropriate and economic to do so, employ a
policy of hedging against fluctuations in the rate of
exchange between sterling and other currencies in
which its investments are denominated.
Key Performance Indicators
At their quarterly Board meetings the Directors consider
a number of performance indicators to help assess
the Company’s success in achieving its objectives.
The key performance indicators used to measure the
performance of the Company over time are as follows:
■ Net asset value changes over time;
■ Ordinary share price movement;
■ A comparison of ordinary share price and net
asset value to benchmark;
■ Discount and premium to net asset value; and
■ Growth in assets under management.
Information on some of the above key performance
indicators and how the Company has performed
against them can be found on page 4.
In addition, a history of the net asset values, the
price of the ordinary shares and the benchmark
index are shown on the monthly factsheets which
can be viewed on the Investment Adviser’s website
www.jupiteram.com/JGC and which are available on
request from the company secretary.
Discount to Net Asset Value
The Directors review the level of the discount or
premium between the middle market price of the
Company’s ordinary shares and their net asset value
on a regular basis.
The Directors have powers granted to them at the
last AGM to purchase ordinary shares and either
cancel or hold them in treasury as a method of
controlling the discount to net asset value and
enhancing shareholder value.
The Company repurchased 2,031,011 ordinary shares
for holding in treasury during the year under review
at an average discount of 16.89%.
Under the Listing Rules, the maximum price that may
currently be paid by the Company on the repurchase
of any ordinary shares is 105% of the average of the
middle market quotations for the ordinary shares for
the five business days immediately preceding the date
of repurchase. The minimum price will be the nominal
value of the ordinary shares. The Board is proposing
that its authority to repurchase up to approximately
14.99% of its issued share capital should be renewed
at the AGM. The new authority to repurchase will last
until the conclusion of the AGM of the Company in
2024 (unless renewed earlier). Any repurchase made
will be at the discretion of the Board in light of
prevailing market conditions and within guidelines set
from time to time by the Board, the Companies Act,
the Listing Rules and Model Code.
Treasury Shares
In accordance with the Companies (Acquisition of
Own Shares) (Treasury Shares) Regulations 2003 (the
‘Regulations’) which came into force on 1 December
2003 any ordinary shares repurchased, pursuant to
the above authority, may be held in treasury. These
ordinary shares may subsequently be cancelled or
Strategic Review (continued)
FOR THE YEAR ENDED 31 MARCH 2024
23
sold for cash. This would give the Company the
ability to reissue shares quickly and cost effectively
and provide the Company with additional flexibility
in the management of its capital. The Company
issued 13,639 ordinary shares from treasury during the
year under review.
Principal and Emerging Risks and Uncertainties
The Directors confirm that they have carried out
a robust assessment of the emerging and principal
risks facing the Company, including those that would
threaten its business model, future performance,
solvency or liquidity. Most of these risks are market
related and are similar to those of other investment
trusts investing primarily in listed markets. The Audit
Committee reviews the Company’s risk control
summary at each meeting, and as part of this
process, gives consideration to identifying emerging
risks. Any emerging risks that are identified, that are
considered to be of significance will be recorded
on the Company’s Risk Control Summary with
any mitigations. In carrying out this assessment,
consideration is being given to the current market
conditions which may impact the Company. No
emerging risks have been identified.
Investment policy and process – Inappropriate
investment policies and processes may result in under
performance against the prescribed benchmark index
and the Company’s peer group.
The Board manages these risks by ensuring a
diversification of investments and regularly reviewing
the portfolio asset allocation and investment process.
In addition, certain investment restrictions have been
set and these are monitored as appropriate.
Investment Strategy and Share Price Movements –
The Company is exposed to the effect of variations
in the price of its investments. A fall in the value
of its portfolio will have an adverse effect on
shareholders’ funds. It is not the aim of the Board
to eliminate entirely the risk of capital loss, rather it
is its aim to seek capital growth. The Board reviews
the Company’s investment strategy and the risk of
adverse share price movements at its quarterly Board
meetings taking into account the economic climate,
market conditions and other factors that may have
an effect on the sectors in which the Company
invests. There can be no assurances that appreciation
in the value of the Company’s investments will occur
but the Board seeks to reduce this risk.
Liquidity Risk – The Company may invest in
securities that have a very limited market which
will affect the ability of the Investment Adviser to
dispose of securities when it is no longer felt that
they offer the potential for future returns. Likewise
the Company’s shares may experience liquidity
problems when shareholders are unable to realise
their investment in the Company because there is
a lack of demand for the Company’s shares. At its
quarterly meetings the Board considers the current
liquidity in the Company’s investments and the
level of liabilities when setting restrictions on the
Company’s exposure. The Board also reviews, on a
quarterly basis, the Company’s buy-back programme
and in doing so is mindful of the liquidity in the
Company’s shares.
Gearing Risk – The Company’s gearing can impact
the Company’s performance by accelerating the
decline in value of the Company’s net assets
at a time when the Company’s portfolio is
declining. Conversely gearing can have the effect
of accelerating the increase in the value of the
Company’s net assets at a time when the Company’s
portfolio is rising. The Company’s level of gearing is
under constant review by the Board who take into
account the economic environment and market
conditions when reviewing the level.
Regulatory Risk – The Company operates in a
complex regulatory environment and faces a
number of regulatory risks. A breach of section
1158 of the Corporation Tax Act 2010 could result in
the Company being subject to capital gains tax on
portfolio movements. Breaches of other regulations
such as the UKLA Listing rules, could lead to a
number of detrimental outcomes and reputational
damage. Breaches of controls by service providers
such as the Investment Adviser could also lead to
reputational damage or loss. The Board monitors
regulatory risks at its quarterly Board meetings and
relies on the services of its Company secretary, JAM,
and its professional advisers to ensure compliance
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
24
with, amongst other regulations, the Companies Act
2006, the UKLA Listing Rules, the FCA’s Disclosure
Guidance and Transparency Rules and the Alternative
Investment Fund Managers’ Directive. In order
to ensure that the Company remains compliant,
the Board directly and via the Audit Committee/
Management Engagement Committee receives
regular updates from the Investment Adviser and
the Company’s other key service providers. The
Investment Adviser is contractually obliged to ensure
that its conduct of business conforms to applicable
laws and regulations.
Credit and Counterparty Risk – The failure of
the counterparty to a transaction to discharge its
obligations under that transaction could result in
the Company suffering a loss. Further details of the
management of this risk can be found in Note 13 to
the accounts on pages 73 to 77.
Loss of Key Personnel – The day-to-day management
of the Company has been delegated to the
Investment Adviser. Loss of the Investment Adviser’s
key staff members could affect investment return. The
Board is aware that JAM recognises the importance
of its employees to the success of its business.
Its remuneration policy is designed to be market
competitive in order to motivate and retain staff and
succession planning is regularly reviewed. The Board
also believes that suitable alternative experienced
personnel could be employed to manage the
Company’s portfolio in the event of an emergency.
Operational – Failure of the core accounting systems,
or a disastrous disruption to the Investment Adviser’s
business or that of the administration provider
JPMCB, could lead to an inability to provide accurate
reporting and monitoring.
Financial – Inadequate financial controls could result
in misappropriation of assets, loss of income and
debtor receipts and inaccurate reporting of net
asset value per share. The Board annually reviews the
Investment Adviser’s report on its internal controls
and procedures.
Details of how the Board monitors the operational
services and financial controls of Jupiter, J.P. Morgan
and Northern Trust are included within the Internal
Control section of the Report of the Directors on
page 38.
Enterprise risk is reviewed twice a year, taking into
its remit emerging risks as they become immediate,
whist still maintaining a long-term perspective where
they are evolving at a fast rate. Climate change and its
potential impacts is under scrutiny at every meeting,
this being the very purpose of the Company.
Climate Change – There are multiple risks of climate
change or ESG on companies, either directly, through
any third parties or through our investments in
companies on shareholders’ behalf. The impact of
climate change risk has been considered and it is
concluded that it does not have a material impact on
the Company’s investments. In line with UK adopted
International Accounting Standards investments
are valued at fair value, which for the Company are
quoted bid prices for investments in active markets at
the Statement of Financial Position date and therefore
reflect market participants view of climate change.
Geopolitical – There is increasing risk to market stability
and investment opportunities from geopolitical
conflicts such as between Russia and Ukraine.
The Board reviews the investment portfolio to identify
any stocks that could be impacted.
The Company has limited exposure to stocks within
current conflict areas thereby mitigating this risk as
far as possible.
Capital Gains Tax Information
The closing price of the ordinary shares on the first
date of dealing for capital gain tax purposes was 99p.
Directors
Details of the Directors of the Company and their
biographies are set out on page 34.
The Company’s policy on Board diversity is included
in the Corporate Governance section of the Report
of the Directors on page 42.
As at 31 March 2024, the Board comprises of one
female and three male Directors.
Employees, Environmental, Social and Human
Rights issues
The Company has no employees as the Board
has delegated the day to day management and
administration functions to JUTM, JAM and other
Strategic Review (continued)
FOR THE YEAR ENDED 31 MARCH 2024
25
third-party suppliers. There are therefore no
disclosures to be made in respect of employees.
Integration of Environmental, Social and
Governance (‘ESG’) risks and opportunities into
the Investment Adviser’s Investment Process
As described within the Investment Approach, the
investment adviser is dedicated to environmental
solutions. This means seeking long-term opportunities
and allocating capital to companies focused on solving
environmental challenges such as climate change and
natural capital depletion. The integration of ESG risks
and opportunities is fundamental to the investment
decision-making process and to the ongoing
stewardship of shareholder assets.
The integration of ESG risks and opportunities
with respect to stock selection is centred on the
six environmental themes described within the
Investment Policy. The monitoring of assets is
crucial, and the Investment Adviser understands the
importance of active ownership. Where relevant, the
investment adviser will engage on matters connected
to financial performance, strategic execution,
sustainability issues and corporate governance. The
Investment Adviser will use engagement to obtain
investor insights and where relevant to utilise its
investor influence (either directly or collaboratively)
to affect change or escalate concerns. This will be
conducted at the discretion of the investment adviser.
The Investment Adviser is supported by the
investment manager and specifically resources from
the ESG Research & Integration team and Stewardship
team.
Please refer to the investment manager’s website for
details concerning the group-wide:
■ Responsible Investment Policy
■ Proxy Voting Policy
■ Annual Stewardship Report
Task Force on Climate-related Financial
Disclosures
The Company’s report on the UK’s Task Force
on Climate-related Financial Disclosures Report
(‘TCFD’) discloses estimates of the portfolio’s
climate-related risks and opportunities according
to the Financial Conduct Authority Environmental,
Social and Governance Sourcebook and the Task
Force on Climate-related Financial Disclosures
Recommendation. It is available on the website:
https://www.jupiteram.com/task-force-on-climate-
related-financial-disclosures/
Jupiter Unit Trust Managers Limited also has a
TCFD report which is available here: https://www.
jupiteram.com/task-force-on-climate-related-
financial-disclosures/
UK Stewardship Code and the Exercise of
Voting Powers
The Investment Adviser supports the principles of
the UK Stewardship Code 2020. The Investment
Manager’s parent, Jupiter Fund Management plc
is the formal signatory under the UK Stewardship
Code 2020. Please refer to the Investment Manager’s
website to access the Annual Stewardship Report.
As an active owner, the Investment Adviser
recognises the importance of stewardship in relation
to the pursuit of sustained value creation and
sustainability outcomes. The Investment Adviser will
be engaged in an array of issues and receives support
from the Stewardship Team on matters connected
with corporate governance and dialogue with
management teams and company boards.
The exercise of rights and responsibilities through
informed voting is fundamental to the Investment
Adviser’s stewardship approach. The Investment
Adviser is ultimately accountable for voting decisions
and receives support from the Stewardship Team to
assess ballots and provide subject matter expertise
regarding best practice. The Investment Adviser
has access to third party proxy research but is not
mandated to follow these recommendations.
Please refer to the Investment Manager’s website for
full voting disclosure.
JUPITER GREEN INVESTMENT TRUST PLC
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Modern Slavery Act
The Modern Slavery Act 2015 requires certain
companies to prepare a slavery and human trafficking
statement. As the Company has no employees and
does not supply goods and services, it is not required
to make such a statement.
Global Greenhouse Gas Emissions
The Company has no greenhouse gas emissions
to report from its operations as the day to day
management and administration functions have
been outsourced to third-parties and it neither owns
physical assets, property nor has employees of its
own. It therefore does not have responsibility for
any other emissions producing sources under the
Companies Act 2006 (Strategic Report on Directors’
Reports) Regulations 2013.
Section 172 Statement
Under section 172 of the Companies Act 2006, the
directors have a duty to act in good faith and to
promote the success of the Company for the benefit
of its shareholders as a whole. This includes taking
into consideration the likely consequences of their
decisions on the long term and on the Company’s
stakeholders such as its shareholders, employees and
suppliers, while acting fairly between stakeholders.
The Directors must also consider the impact of
the Company’s decisions on the environment, the
community and its reputation for maintaining high
standards of business conduct.
The Company ensures that the Directors are able
to discharge this duty by, amongst other things,
providing them with relevant information and training
on their duties. The Company also ensures that
information pertaining to it is provided, as required,
to the Directors as part of the information presented
in regular Board meetings in order that stakeholder
considerations can be factored into the Board’s
decision-making. The Directors’ responsibilities are
also set out in the schedule of matters reserved
for the Board and the terms of reference of its
committees, both of which are reviewed regularly
by the Board. At all times the Directors can access as
a Board, or individually, advice from its professional
advisers including the company secretary and
independent external advisers.
The Company’s investment objective, to achieve
capital and income growth over the long term,
supports the Directors’ statutory obligations to
consider the long-term consequences of the
Company’s decisions. How the long-term focus of
the Company is achieved, is set out in more detail
on page 3 and above where the Investment Adviser’s
approach to environmental, social and governance
issues is explained in the section entitled Integration
of ESG considerations into the Investment Adviser’s
investment process. This approach is fundamental
to the Company achieving long-term success for the
benefit of all of its stakeholders.
As set out on page 2, the Company’s corporate
purpose is to generate a total return by investing in
companies which are developing and implementing
solutions for the world’s environmental challenges.
The Company is also aware of its own potential
impact on the environment and has a number of
practical policies in place to reduce that impact.
Examples include the use and sharing of electronic
documents by the Board rather than printing
documentation and the provision of electronic
copies of the annual report and accounts which are
available to shareholders and others on the Company
website. Where physical copies of the annual and
half yearly financial reports are made, they use
materials and processes designed to both minimise
the environmental impact and to maximise the
recycling potential as described in more detail on the
inside back cover of this document. The proxy voting
form previously printed in the annual report and
accounts and posted back to the registrars has been
removed and shareholders are invited to vote via
the registrar’s secure portal. The Board will continue
to review its travel arrangements and will seek to
minimise physical meetings. The Directors as a matter
of course continue to seek new opportunities and
to make use of new technologies and processes that
will further enhance environmental operation of the
Company.
Strategic Review (continued)
FOR THE YEAR ENDED 31 MARCH 2024
27
Engagement with stakeholders and the effect on principal decisions
The tables below sets out details of the Company’s engagement with its stakeholders.
S takeholder Engagement
How we engage
Shareholders
The shareholders of the Company
are both institutional and retail
in nature and details of those
with substantial shareholdings are
detailed on page 35.
The Board believe that
shareholders have a vital role
in encouraging a higher level
of corporate performance and
is committed to listening to
the views of its shareholders
and giving useful and timely
information by providing open
and accessible channels of
communication including those
listed below.
The AGM – The Company encourages participation from shareholders
at its AGMs where they can communicate directly with the Directors
and investment adviser. Given the environmental ethos of the Company
shareholders are encouraged to submit their votes by proxy ahead of the
meeting, or attend the meeting remotely, rather than attending in person.
Further details of how the AGM will be held can be found on page 40.
The Board and investment adviser welcome your questions which may be
submitted to Nick.Black@jupiteram.com. Subject to confidentiality, we will
respond to any questions submitted either directly or by publishing our
response on the company’s website. All views of the shareholders will be
taken into consideration and action taken where appropriate.
Online Information – The Company’s website (www.jupiteram.com/JGC)
contains the Annual and Half Yearly Financial Report along with monthly
factsheets and commentaries and video updates from the investment
adviser. The daily NAV per share, monthly top ten portfolio listings, dividend
announcements and various regulatory announcements can be found on the
regulatory news service of the London Stock Exchange.
Shareholder Communications
Shareholders can raise issues or concerns at any time by writing to the
Chairman or the Senior Independent Director at the registered office.
Further details about how the Board incorporates the views of the
company’s shareholders in its decision-making process can be found in the
UK Stewardship Code and the Exercise of Voting Powers section on page 39.
Further information about how the Board ensures that each director develops
an understanding of the views of the Company’s shareholders and can be
found in the section entitled Shareholder Relations on page 86 of this report.
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S takeholder Engagement
How we engage
The Investment Adviser The investment management function is critical to the long-term success of
the Company. The Board and the investment adviser maintain an open and
constructive relationship, with meetings taking place a minimum of four times
per annum with monthly updates and additional meetings as circumstances
require. The Audit Committee meets at least twice a year and as part of its
role considers the internal controls put in place by the investment adviser.
The ‘Management of the Company’ section on page 37 in this report details
the Board’s consideration of the investment adviser’s performance, its terms
of appointment and their annual assessment of its continued stewardship of
the portfolio and its oversight of the administrative functions.
The day to day responsibilities of the Company are delegated to the
investment adviser who is the key service provider and supplies investment
management, administration and Company secretarial services. The
investment adviser oversees the activities of the Company’s other third-party
suppliers on behalf of the Company and maintains open and collaborative
relationships to maintain quality, efficiency and cost control through regular
communication with dedicated members of the investment adviser’s
operational teams. The Board regularly reviews reports from its investment
adviser, the AIFM, the depositary, the Company broker, the investor
relations research provider and the auditors. These provide vital information
concerning changes in market practice or regulation which affect the
Company and assist the Board in its decision-making process. Representatives
from these providers attend Company Board meetings and give presentations
on a regular basis enabling in depth discussions concerning both their findings
and their performance.
The Board reviews the culture and values of the investment adviser as part
of its ongoing assessment of its performance to ensure these are aligned to
those of the Board. Further information on the investment adviser’s culture
and values can be found in the ‘Integration of ESG considerations into the
investment adviser’s investment process’ section on page 25.
Investee companies On the Company’s behalf, the Investment Adviser engages with investee
companies and updates the Board on material developments affecting
individual investee companies. The Investment Adviser has discretionary
authority to exercise voting rights on behalf of the Company on resolutions
proposed by investee companies.
Corporate broker and retail
marketer
The Company’s broker, Cavendish (previously known as finnCap), and retail
marketer, Kepler Partners LLP, attend all quarterly Board meetings and support
the Board in its strategic decisions on growing the Company. The Company’s
broker has published research on the Company and frequently engages with
potential investors on the Company’s behalf.
Strategic Review (continued)
FOR THE YEAR ENDED 31 MARCH 2024
29
S takeholder Engagement
How we engage
Public relations advisors The Company works with its public relations adviser, SEC Newgate, to raise
the Company’s profile through press and media activity.
Other third-party suppliers As an externally managed investment Company with no employees
or physical assets, the principal stakeholders of the Company are its
shareholders, investment adviser, AIFM, depositary, custodian, administrator
and registrar.
The Investment Adviser works with the key service providers to ensure
the adequacy of the services provided to the Company. On occasion,
representatives of the key service providers are invited to attend to present
to the Board in addition to the regular updates provided by the Investment
Adviser.
The Association of Investment
Companies (‘AIC’)
The Company is a member of the AIC and provides regular reporting on the
Company to the AIC. The Company engages with AIC consultations such as
voting on the AIC Board elections.
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Principal Decisions
The Directors take into account the s172 considerations in all material decisions of the Company ensuring in Board
discussions that appropriate attention is given to the short and long-term benefits for stakeholders. Examples of
significant Board discussions and decisions made in the period are set out below:
Principal Decisions
Issue How we engage Decision
Discount management The Board continues to monitor the
Company’s discount to ensure that
it is in a position to issue shares to
grow the Company when market
conditions allow. In July 2021 the
Board discussed utilising the share
buyback programme alongside
the share issuance programme to
balance supply and demand and
manage the Company’s discount.
Following discussion at the Board
and with the Company’s broker,
the Board decided to use the
share buy-back programme within
agreed parameters. This resulted in a
decision to buyback 2,031,011 ordinary
shares of the Company during the
year.
With the discount widening since the
year end, the Board are evaluating
options in relation to the future of
the Company.
Board evaluation The Board has not arranged an
externally facilitated evaluation
during this period, although this
is considered by the Board on a
regular basis.
The independent non-executive
directors undertake on, an annual
basis, an appraisal in relation to
their oversight and monitoring of
the performance of the investment
adviser and other key service
providers.
In addition the directors undertake,
on an annual basis, a written
assessment of the effectiveness of
the Board as a whole by completion
of a formal evaluation questionnaire.
The SID also leads a formal
evaluation of the performance of the
Chairman.
Strategic Review (continued)
FOR THE YEAR ENDED 31 MARCH 2024
31
Principal Decisions
Issue How we engage Decision
Board succession The Nomination Committee
undertakes an annual evaluation of
the composition of the Board and
its committees taking into account
the requirements of the AIC Code.
Appropriate recommendations
will then be made to the Board in
respect of the need to refresh the
composition of the Board and its
committees.
In the Interim Report and Accounts,
the Chairman noted his intention to
step down from the Board as a result
of length of tenure. As a result, the
Nomination Committee have been
looking for replacements for both
the Chair of the Board and Simon
Baker, who is also approaching the
limit of his tenure. However, these
searches have now been put on
hold due to the difficulty of finding
suitable successors due to the size
of the Company and the prevailing
structural challenges it faces. As such,
the Board composition will remain
as it was during the 12 months under
review.
Loan The Company may utilise gearing
at the director’s discretion for the
purpose of financing the Company’s
portfolio and enhancing shareholder
returns.
A revolving loan facility agreement
with Royal Bank of Scotland
International Limited of £5 million
was approved by the Board, and
the Investment Adviser has been
authorised by the Board to draw
down for investment purposes.
The Loan facility has been drawn
down to £3 million of the £5 million
facility.
Third-Party suppliers The continuance, or otherwise,
of engagement of key third-party
service providers are principal
decisions taken by the Board every
year.
During the year the Board agreed
that with effect from 1 April 2024,
Northern Trust be appointed
Administrator & Depositary for the
Company.
Geopolitical Considerations Given the conflicts in various
parts of the globe the Board has
considered what impact this may
have on the Company.
The Board has discussed the
investment risks and risks in respect
of third parties. The Board considers
that the levels of risk within the
Company are acceptable and in line
with its investment objective.
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In Summary
The structure of the Board and its various committees and the decisions it makes are underpinned by the duties
of the Directors under s172 on all matters. The Board firmly believes that the sustainable long-term success of the
Company depends upon taking into account the interests of all the Company’s key stakeholders.
Strategic Review (continued)
FOR THE YEAR ENDED 31 MARCH 2024
33
Dividend Policy
The Board has not set an objective of a specific portfolio yield for the Company in relation to the year under
review and the level of such yield has historically varied with the sectors and geographical regions to which the
Company’s portfolio is exposed at any given time.
The Articles of Association of the Company allow dividends to be financed through a combination of available
net income in each financial year and the Company’s realised capital reserves and other reserves so that the
Company may, at the discretion of the Board, pay all or part of any future dividends out of this, or other,
distributable reserves of the Company.
In the meeting of the Board of directors held on 25 July 2024 the Board on the recommendation of the Audit
Committee decided that no dividend will be paid for the year ended 31 March 2024.
Planned Life of the Company
The Company does not have a fixed life, however, the Board considers it desirable that shareholders should have
the opportunity to review the future of the Company every three years. Accordingly, an ordinary resolution
for the continuation of the Company in its current form was passed at the AGM of the Company held on
4 September 2023. The next scheduled continuation vote will be held at the 2026 AGM. If such resolution is not
passed, the directors will formulate proposals to be put to shareholders to reorganise or reconstruct the Company
or for the Company to be wound-up and the assets realised at fair value.
Discount Control
The directors believe that the ordinary shares should not trade at a significant discount to their prevailing net
asset value.
The Board uses share buy-backs to assist in diluting discount volatility and to seek to narrow the discount to net
asset value at which the Company’s shares trade over time where in normal market conditions, the Company’s
share price does not materially vary from its net asset value per share. This year shares traded at discount and the
Company bought back 2,031,011 ordinary shares to manage the discount.
Subscription Rights
Shareholders have an annual opportunity to subscribe for ordinary shares on the basis of one new ordinary share
for every ten ordinary shares held at 31 March of each year. The subscription price will be equal to the audited
undiluted net asset value per share being 263.59p as at 31 March 2024. The next subscription date will be 31 March
2025. A reminder will be sent to shareholders prior to the subscription date. The Board will review the market
price against the subscription price and decide if it is in the best interests of Shareholders to proceed with the
annual rights issue. As noted in the Chairman's Statement on page 6, the Board rejected the current year rights
issue.
For and on behalf of the Board
Michael Naylor
Chairman
25 July 2024
Dividend Policy, Planned Life of the Company, Discount Control and
Subscription Rights
JUPITER GREEN INVESTMENT TRUST PLC
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34
Directors
Michael Naylor
†
(Chairman of the Board and Management Engagement Committee)
Date of appointment: 3 July 2009
Is a director of SDCL Edge Corporation (SEDA: NYSE), Sun New Energy Holdings Limited, and an advisory
board member of Toronto based water technology private equity fund XPV Water Partners LLC. Michael has
an established track record of working within the investment management industry and is a member of the
Cambridge University Institute of Sustainability Leadership Governance Board.
Jaz Bains
†
(Senior Independent Director)
Date of appointment: 4 December 2018
Jaz worked in the energy sector for over 30 years and joined Renewable Energy Systems (RES) in 2003. In 2013
Jaz helped set up and launch The Renewables Infrastructure Group (‘TRIG’), now a FTSE 250 listed investment
company, and was responsible for leading the Operations Manager function of TRIG on behalf of RES until he
left RES on 31 January 2014. Jaz is also a non-executive director on the board of Aberforth Smaller Companies
Trust Plc. Prior to joining RES Jaz worked for Midlands Electricity and Cinergy Corporation. Jaz has a BSc degree in
Mathematics with Management Applications from Brunel University.
Simon Baker
†
(Chairman of the Audit Committee)
Date of appointment: 31 July 2015
Was a director and fund manager of Charities Official Investment Fund 1983, Chief Executive and Chairman of
Tideford Organic Foods, co-founder of Windsor Investment Management 1985 and is trustee of various charity,
sports and education trusts. He was employed by Jupiter between 1994 and 2006 as director and head of the
green department. Simon brings a wealth of knowledge from his investment experience which included being the
lead manager of the Jupiter Ecology and Environmental Opportunities funds.
Baroness Bryony Worthington
†
Date of appointment: 7 September 2022
Is a cross-party Peer in the House of Lords having spent a career working on conservation, energy and climate
change issues. Prior to her appointment as a Peer in 2011, Baroness Worthington worked at Friends of the Earth
on their ‘Big Ask’ campaign which successfully lobbied for the introduction of new climate change laws. She
also worked for Scottish and Southern Energy advising on sustainability. While there, she was seconded to the
Government to work on climate communications and the design of the 2008 Climate Change Act. Between 2011
and 2015, Baroness Worthington served as Shadow Spokesperson for Energy and Climate Change and led on two
Energy Bills for the Shadow Ministerial Team. From 2016 to 2019 she was the Executive Director of Environmental
Defence Fund Europe. Her current roles include co-chairing the cross party caucus Peers for the Planet and
devising grant-making strategies for the Quadrature Climate Foundation and being a Trustee for WWF-UK.
†
Members of the Audit Committee, Management Engagement Committee and Nomination Committee.
Report of the Directors & Governance
FOR THE YEAR ENDED 31 MARCH 2024
35
The directors present the Annual Report and
Accounts of the Company for the year ended 31
March 2024.
Results and Dividends
The Articles of Association of the Company allow
dividends to be financed through a combination
of available net income in each financial year and
the Company’s realised capital reserves and other
reserves so that the Company may, at the discretion
of the board, pay all or part of any future dividends
out of this, or other, distributable reserves of the
Company. The ability of the Company to distribute
capital as dividends is intended to allow for the
implementation of the new dividend policy. The
board intends to utilize capital reserves where,
without limitation, it considers it appropriate to seek
to smooth the Company’s dividend yield over the
short to medium term.
However, the Company intends to maintain a longer-
term dividend that is supported by revenues arising
from the investment performance of the Company.
The financial highlights of the Company are set
out on page 4. In addition, results and reserve
movements for the year are set out in the Statement
of Comprehensive Income and Statement of
Financial Position on pages 62 and 63 and the Notes
to the Accounts on pages 66 to 80.
No dividend will be paid for the year ended 31 March
2024.
Capital Structure
Ordinary shares
As at 31 March 2024 the Company’s issued share
capital was 33,724,958 ordinary shares of 0.1p each of
which 14,635,175 were held in treasury. As a result the
total voting rights as at 31 March 2024 were 19,089,783.
All of the ordinary shares are fully paid and carry one
vote per share. The ordinary shares are listed on the
London Stock Exchange. There are no restrictions on
the holding or transfer of the ordinary shares which
are governed by the general provisions of the Articles
of the Company. During the year under review a total
of 13,639 ordinary shares were issued from treasury
and 2,031,011 ordinary shares were repurchased for
holding in treasury. The Company is not aware of any
agreements between shareholders that restrict the
transfer of ordinary shares.
Notifiable Interests in the Company’s Voting
Rights
In accordance with the FCA’s Disclosure and Guidance
Transparency Rules, the Company has been notified
of the following substantial interests in the ordinary
shares amounting to 3% or more of the voting rights
held in the Company as at 31 March 2024. There have
been no other changes notified to the Company in
respect of these holdings, and no other new holdings
notified, since the year end.
Shareholder
Ordinary shares
held at
31 March 2024
% of Total
voting rights at
31 March 2024
Jupiter Fund
Management* 3,640,043 19.01
Hargreaves Lansdown,
stockbrokers (are
execution only) 3,390,939 17.71
Interactive Investor
Services Nominees 1,865,946 9.75
Evelyn Partners (Retail) 1,096,324 5.73
AJ Bell, stockbrokers
(EO) (are exceution only) 876,350 4.58
Individuals 812,626 4.24
RBC Brewin Dolphin,
stockbrokers 613,626 3.21
Barclays Smart Investor
(are execution only) 594,824 3.11
* previously disclosed by Jupiter Asset Management Limited,
part of the Jupiter group of companies.
Subscription Rights
The Articles of Association of the Company provide
for subscription rights to be embedded within
the ordinary shares. Shareholders have an annual
opportunity to subscribe for ordinary shares on
the basis of one new ordinary share for every ten
ordinary shares held at 31 March of each year.
The subscription price will be equal to the audited
undiluted NAV per share as shown in the published
Report of the Directors
JUPITER GREEN INVESTMENT TRUST PLC
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36
report and accounts prepared at 31 March in the
previous year. The next subscription date will be
31 March 2025. The 2024 subscription rights exercise
resulted was rejected. This year’s shareholder circular
stated that due to the exercise price being above
the prevailing market price, that Shareholders should
consider carefully their options and seek financial
advice if unsure of their position, despite this, a small
number of shareholders submitted applications for
the subscription, representing 9,969 of the Ordinary
Shares available. The primary role of the directors is
to protect shareholder’s interests and the Board has
therefore decided to reject the 2024 subscriptions.
As a result the total voting rights remained at
19,089,783 as at that date.
Repurchase of Shares
Authority to Repurchase Shares
At the AGM held on 14 September 2023 shareholders
renewed the authority to buy back the Company’s
ordinary shares for cancellation or holding in treasury.
The board are seeking to renew the Company’s buy-
back powers at the forthcoming AGM. It is believed
that these provisions provide a valuable tool in the
management of the Company’s share value against
net asset value. The current authority allows the
Company to purchase up to 14.99% of the issued
ordinary shares. Purchases would be made at the
discretion of the board and within guidelines set
from time to time. Under the Listing Rules and the
buy-back and stabilisation regulation the maximum
price for such a buy-back cannot be more than the
higher of (i) 105% of the average middle market price
for the five days immediately preceding the date
of repurchase; and (ii) the higher of the price of
the last independent trade and the highest current
independent bid.
Treasury Shares
The board believes that the effective use of
treasury shares can assist the Company in improving
liquidity in the Company’s ordinary shares, managing
any imbalance between supply and demand and
minimizing the volatility of the discount at which the
ordinary shares trade to their net asset value for the
benefit of shareholders. It is believed that this facility
gives the Company the ability to sell ordinary shares
held in treasury quickly and cost effectively, and
provides the Company with additional flexibility in
the management of the capital base.
The board shall have regard to current market practice
for the reissue of treasury shares by investment trusts
and the recommendations of the Investment Adviser.
The board will make an announcement of any change
in its policy for the reissue of ordinary shares from
treasury via a Regulatory Information Service approved
by the FCA. The board’s current policy is that any
ordinary shares held in treasury will not be resold
by the Company at a discount to the Investment
Adviser’s estimate of the presiding net asset value per
ordinary share as at the date of issue.
Directors
The directors of the Company and their biographies
can be found on page 34. All directors held office
throughout the year under review. In March 2020 Jaz
Bains was appointed the additional role of Senior
Independent Director. The Senior Independent
Director serves as a sounding board for the Chairman
and acts as an intermediary for other directors and
shareholders. The SID is responsible for:
■ working closely with and supporting the Chairman;
■ leading the annual assessment of the performance
of the Chairman;
■ holding meetings with the other directors without
the Chairman being present, when required;
■ carrying out succession planning for the
Chairman’s role;
■ working with the Chairman, other directors and
shareholders to resolve major issues; and
■ being available to shareholders and other directors
to address any concerns or issues they feel have
not been adequately dealt with through the usual
channels of communication (i.e. through the
Chairman).
Directors’ Remuneration and Interests
The Directors’ Remuneration Report and Policy
on pages 47 to 50 provides information on the
remuneration and shareholdings of the directors.
Report of the Directors (continued)
FOR THE YEAR ENDED 31 MARCH 2024
37
Powers of the board
Subject to the provisions of the Companies Act
2006, the Memorandum and the Articles and to any
directions given by special resolution, the business of
the Company shall be managed by the directors who
may exercise all the powers of the Company.
These include the powers to act as the Company’s
agents, to cause the Company to enter into valid
contracts, to borrow and give security, and determine
terms and conditions under which the Company’s
shares are issued and repurchased.
Conflicts of Interest
Each director has a statutory duty to avoid a
situation where he has or might have a direct or
indirect interest which conflicts or might conflict
with the interests of the Company, unless, in terms
of the Articles of Association, the relevant conflict or
potential conflict has been authorised by the board.
The directors have declared all potential conflicts of
interest with the Company. The register of potential
conflicts of interest is kept at the registered office of
the Company. It is reviewed regularly by the board
and all directors will advise the Company secretary as
soon as they become aware of any potential conflicts
of interest. Directors who have potential conflicts of
interest will not take part in any discussions which
relate to any of their potential conflicts.
Directors’ and officers’ liability insurance
During the year under review the Company
purchased and maintained liability insurance for its
directors and officers as permitted by Section 233 of
the Companies Act 2006.
Directors and company secretary
indemnification
The Company has indemnified its directors and
company secretary in respect of their duties as
directors and officers of the Company, certain civil
claims brought by third-parties and associated legal
costs to the extent that they are permitted by the
Companies (Audit, Investigations and Community
Enterprise) Act 2004.
Management of the Company
JUTM was appointed as AIFM to the Company on 22
July 2014. JUTM subsequently delegated the portfolio
management of the Company to JAM. JUTM and
JAM are wholly owned subsidiaries of Jupiter Fund
Management PLC. Further details of the Company’s
arrangement with JUTM and JAM can be found in
Note 22 to the Accounts on page 80.
The directors have reviewed the performance and
terms of appointment of JUTM as the Company’s
AIFM. A summary of the terms of the appointment
including the notice of termination period and annual
fee is set out in Note 22 to the Accounts on page 80.
The directors believe that it is in the best interests
of all shareholders for the Company to continue
the appointment of the Investment Adviser on its
existing terms of appointment, having reviewed the
Company secretarial, accounting, fund management
and other services provided by Jupiter and having
regard to the Company’s performance against its
benchmark index during the year under review. The
directors are of the view that the portfolio should
remain under the Investment Adviser’s stewardship.
Going Concern with Material Uncertainty
The financial statements have been prepared
on a going concern basis. In considering this,
the Directors took into account the Company’s
investment objective, risk management policies
and capital management policies, the diversified
portfolio of readily realisable securities which can
be used to meet short-term funding commitments
and the ability of the Company to meet all of its
liabilities and ongoing expenses. In determining the
appropriateness of the going concern basis, the
Directors considered the operational resilience and
ongoing viability of the Investment Adviser and
other key third-party suppliers. The Directors were
satisfied that all key third-party suppliers continued
to operate under business as usual functionality
and that regular monitoring of these measures
was in place. The directors consider that this is
the appropriate basis as they have a reasonable
expectation that the company has adequate
resources to continue in operational existence in line
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
38
with revenue forecast to 31 July 2025, which is at least
twelve months from when the financial statements
were authorised for issue. The directors continue
to adopt the going concern basis of accounting in
preparing the financial statements.
Material Uncertainty
The Board is currently evaluating options for the
future of the business in recognition that it may be in
the best interests of shareholders for the Company
not to continue in its present form. At this point in
time there can be no certainty as to the outcome
of this evaluation and the Board will notify the
market at the appropriate time. Whilst there can be
no certainty as to the outcome of this evaluation
within 12 months of the approval of these financial
statements, and therefore while there remains a
material uncertainty, the Board has prepared the
financial statements on a going concern basis.
ISA Qualification
The Company currently manages its affairs so as to
be a qualifying investment trust under the Individual
Saving Account (ISA) rules. As a result, under current
UK legislation, the ordinary shares qualify for
investment via the stocks and shares component
of an ISA up to the full annual subscription limit,
currently £20,000 (2024/25) in each tax year. It is the
present intention that the Company will conduct its
affairs so as to continue to qualify for ISA products.
Bribery Prevention Policy
The provision of bribes of any nature to third-
parties in order to gain a commercial advantage is
prohibited and is a criminal offence. The board takes
its responsibility to prevent bribery by Jupiter on its
behalf very seriously. To aid the prevention of bribery
being committed for the benefit of the Company;
Jupiter has adopted a Bribery Prevention Policy.
Jupiter will advise the board of any changes to the
policy.
Statement of Internal Controls
In accordance with the AIC Code, the board is
responsible for monitoring the Company’s risk
management and internal control systems and
reviewing their effectiveness, at least annually, and
report on that review in the Company’s annual
report. Internal control systems are designed to
meet the particular requirements of the Company
and to manage rather than eliminate the risks of
failure to achieve its objectives. The systems by
their very nature can provide reasonable but not
absolute assurance against material misstatement
or loss. The board has reviewed the effectiveness
of the Company’s internal control systems including
the financial, operational and compliance controls
and risk management. These systems have been in
place for the period under review and to the date of
signing the accounts.
The Company receives services from JAM and JPMCB
relating to investment advice, global custody and
certain administration activities. JPMEL was appointed
as depository to the Company with effect from
22 July 2014. Documented contractual arrangements
are in place with JAM, JPMCB and JPMEL which
define the areas where the Company has delegated
authority to them. The directors have considered
the reports on the internal control objectives and
procedures of JAM and J.P. Morgan together with
the opinion of the service auditor for these reports
which detail the measures and the testing of the
measures which are in place to ensure the proper
recording, valuation, physical security and protection
from theft of the Company’s investments and assets
and the controls which have been established to
ensure compliance with all regulatory, statutory and
fiscal obligations of the Company.
The directors have also had regard to the procedures
for safeguarding the integrity of the computer
systems operated by Jupiter, JPMBC and JPMEL and
the key business disaster recovery plans. By way of
the procedures described above the board reviews
the procedures in place to manage the risks to the
Company on an annual basis.
The Company does not have an internal audit
function. The Audit Committee considers whether
there is a need for an internal audit function on an
annual basis. As most of the Company’s functions
are delegated to third-party suppliers the board
Report of the Directors (continued)
FOR THE YEAR ENDED 31 MARCH 2024
39
does not consider it necessary for the Company to
establish its own internal audit function.
UK Stewardship Code and the Exercise of
Voting Powers
The Company’s Investment Adviser is responsible
for voting the shares it holds on the Company’s
behalf. The Investment Adviser supports the UK
Stewardship Code as issued by the FRC, which sets
out the responsibilities of institutional shareholders
in respect of monitoring and engaging with investee
companies.
The Investment Adviser’s UK voting policies are
consistent with the UK Stewardship Code. The
Investment Adviser’s Corporate Governance & Voting
Policy can be found at www.jupiteram.com.
The board and the Investment Adviser believe that
shareholders have a vital role in encouraging a higher
level of corporate performance and therefore adopt
a positive approach to corporate governance. The
Investment Adviser aims to act in the best interests
of all its stakeholders by engaging with companies
that they invest in, and by exercising its voting
rights with care. Not only is this commensurate with
good market practice, it goes hand in hand with
ensuring the responsible investment of its clients’
funds. Equally, companies are asked to present their
plans for maintaining social and environmental
sustainability within their business.
The board and the Investment Adviser believe that
institutional investors should exercise their corporate
governance rights including voting at general
meetings.
In order to assist in the assessment of corporate
governance and sustainability issues and contribute
to a balanced view, the Investment Adviser
subscribes to external corporate governance and
sustainability research providers but does not
routinely follow their voting recommendations.
Contentious issues are identified and, where
necessary (and where timescales permit), are
discussed with corporate governance and/or
sustainability analysts and portfolio managers, and
companies. The Investment Adviser ensures that its
policy is voted in practice and timely voting decisions
made.
From time to time resolutions will be brought to
annual general meetings by third-parties encouraging
companies to address specific environmental and/or
social concerns. In such instances, Jupiter’s corporate
governance and sustainability analysts will discuss
their views with the Investment Adviser and the
Company if appropriate. The Investment Adviser
will then vote for what it considers to be in the best
financial interests of shareholders, whilst having
regard to any specific sustainability concerns unless
otherwise directed.
Common Reporting Standards
With effect from 1 January 2016, The Organisation for
Economic Co-operation and Development (‘OECD’)
introduced new Regulations for Automatic Exchange
of Financial Account Information (the Common
Reporting Standard, ‘CRS’). HMRC enacted the CRS
in the UK through The International Tax Compliance
Regulations 2015.
These regulations require all financial institutions to
share certain information on overseas shareholders
with HMRC; this scope includes an obligation for
investment trust companies which had previously
had no such reportable accounts under the UK
FATCA regulations. Accordingly, the Company will be
required to provide information to HMRC on the tax
residencies of a number of non-UK based certificated
shareholders and corporate entities on an annual
basis. HMRC will in turn exchange this information
with tax authorities in the country in which the
shareholder may be resident for taxation purposes.
HMRC has advised that the Company will not be
required to provide such information on uncertified
holdings held through CREST. The Company has
engaged Link Group to provide such information on
certificated holdings to HMRC on an ongoing basis.
By order of the board
Jupiter Asset Management Limited
Company Secretary
25 July 2024
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
40
This year’s AGM will be held on Monday
30 September 2024 at 11.30 a.m. at the offices of
Jupiter Asset Management Limited, The Zig Zag
Building, 70 Victoria Street, London SWIE 6SQ.
The Notice of AGM will be sent to shareholders in
early September 2024.
Annual General Meeting
FOR THE YEAR ENDED 31 MARCH 2024
41
Corporate Governance Compliance Statement
This statement, together with the Statement
of Directors’ Responsibilities on page 51 and
the Statement of Internal Controls on page 38,
indicates how the Company has complied with
the recommendations of the AIC Code as issued in
February 2019.
The AIC Code addresses the Principles and Provisions
set out in the UK Corporate Governance Code (the
UK Code as issued by the Financial Reporting Council
(‘FRC’)), as well as setting out additional Provisions on
issues that are of specific relevance to the Company.
The board considers that reporting against the
Principles and Provisions of the AIC Code, which has
been endorsed by the FRC provides more relevant
information to shareholders.
The Company has complied with the provisions of
the AIC Code, and it also complies with all UK Code
provisions with the exception of:
■ The role of the chief executive
■ Executive director’s remuneration
■ The tenure of the Chairman
■ The inclusion of the Chair as part of the Audit
Committee
With respect to the first and second bullet point
the board considers these provisions not relevant
to the position of the Company being an externally
managed investment Company with no employees.
The Company has not therefore reported further in
respect of these provisions.
In relation to the tenure of the Chairman it was
noted in the half yearly accounts that the intention
was that Michael Naylor would step down at the
AGM. However, the search has now been put on
hold due to the difficulty of finding a suitable
successor due to the size of the Company and the
prevailing structural challenges it faces. As such, the
Board composition will remain as it was during the 12
months under review.
With regards to the Audit Committee all Directors
are members due to the Board’s small size.
The AIC Code is available on the AIC website (www.
theaic.co.uk). It includes an explanation of how
the AIC Code adapts the Principles and Provisions
set out in the UK Code to make them relevant for
investment companies.
A description of the main features of the Company’s
internal control and risk management functions can
be found on pages 38 and 23 of this report.
Role of the Board
The board receives monthly reports and meets at
least quarterly to review the overall business of
the Company and to consider matters specifically
reserved for its review. At these meetings the
board monitors the investment performance of the
Company. The directors also review the Company’s
activities every quarter to ensure that it adheres to
its investment policy or, if appropriate, to make any
changes to that policy.
Additional ad hoc reports are received as required
and directors have access at all times to the advice
and services of the Company secretary, who is
responsible for ensuring that board procedures are
followed, and that applicable rules and regulations
are complied with. The board has adopted a schedule
of items specifically reserved for its decision.
A procedure has been adopted for the directors, in
the furtherance of their duties, to take independent
professional advice at the expense of the Company.
Composition
As at 31 March 2024 the board comprised four
non–executive directors comprising three males
and one female, all of whom are independent of
the Investment Adviser. All directors are required to
disclose the existence of conflicts of interest at each
board meeting.
Michael Naylor is Chairman of the board. The
Chairman is independent of the Investment Adviser.
The Chairman has no conflicts of interest between
his interests and those of shareholders – the
Chairman is also a shareholder. Potential conflicts are
reported to the rest of the board who consider such
conflicts and where appropriate approve them. The
Corporate Governance
JUPITER GREEN INVESTMENT TRUST PLC
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42
Chairman is not, and has never been, an employee
of the Investment Adviser nor a professional adviser
to the Investment Adviser or the Company. The
Chairman does not serve as a director of any other
investment companies managed by Jupiter.
Tenure and succession planning
The board is mindful of the AIC and UK Corporate
Governance Codes in relation to the tenure of
directors (including the Chairman) however it is the
board’s policy that it does not consider it appropriate
that directors should be appointed for a specific term.
The Nomination Committee undertakes an annual
evaluation of the composition of the board and its
committees taking into account the requirements
of the AIC Code. Appropriate recommendations will
then be made to the board in respect of the need
to refresh the composition of the board and its
committees.
As part of its annual evaluation process, and in
accordance with good corporate governance
practice, the board considers the length of tenure
of all directors and as noted earlier in the report the
Chairman’s tenure is over nine years. It is also noted
that Simon Baker has been a Board member for
approaching nine years.
During the year a search has been underway for two
candidates. One to replace Michael Naylor at the
forthcoming AGM and the other to replace Simon
Baker in due course. As a result of the Board deciding
to evaluate options for the Company, this has
currently been put on hold.
Diversity
It is seen as a prerequisite that each member of
the board must have the skills, experience and
character that will enable them to contribute to
the effectiveness of the board and the success of
the Company. Subject to that overriding principle,
diversity of experience and approach, including
gender diversity, amongst board members is of great
value, and it is the board’s policy to give careful
consideration to overall board balance and diversity
when considering the tenure of directors, in any
decisions to refresh the board and in making new
appointments to the board. The tables below are
prepared on a self-identifying basis.
Board gender as at 31 March 2024
Number of
Board Members
Percentage of
the Board
Number of
Senior Positions
on the Board
4
Number in
Executive
Management
1
Percentage
of Executive
Management
1
Men 3 75% 2 n/a n/a
Women 1 25%
2
–
3
n/a n/a
Not specified/prefer not to say – – – n/a n/a
Corporate Governance (continued)
FOR THE YEAR ENDED 31 MARCH 2024
43
Board ethnic background as at 31 March 2024
Number of
Board Members
Percentage of
the Board
Number of
Senior Positions
on the Board
4
Number in
Executive
Management
1
Percentage
of Executive
Management
1
White British or other white
(including minority – white
groups)
3 75% 1 n/a n/a
Mised/multiple ethnic groups – – – n/a n/a
Asian/Asian British 1 25% 1
5
n/a n/a
Black, African, Caribbean,
Black British
– – – n/a n/a
Other ethic group,
including Arab
– – – n/a n/a
Not specified/prefer not to say – – – n/a n/a
1 The number of Directors in executive management is not applicable for an investment trust.
2 This does not meet the Listing Rules target of 40% due to the small size of the Board.
3 This does not meet the Listing Rules target of at least one senior position of the Board to be held by a woman, due to the small size of
the Board.
4 For the purposes of the Listing Rule disclosures only the position of Chairman and Senior Independent Director
are relevant for the Company in accordance with the Board.
5 This meets the Listing Rules target on ethnic diversity of one ethnic individual.
Re–election of directors
It is the Company’s policy for all Directors to stand
for re–election annually, as recommended by the AIC
Code.
The Board is undertaking an evaluation of the
Company and the difficulty of finding a suitable
succesor for the Chair position due to the size of the
Company, it has therefore considered the individual
contribution and skills of each of its members, is
recommending that all Directors be re–elected, at
the forthcoming AGM.
Induction and Training
The Company secretary provides directors with
induction training on appointment. Although no
formal training in corporate governance is given
to directors, the directors are kept up–to–date on
statutory, regulatory and corporate governance issues
through bulletins and training materials provided
from time to time by the Company secretary.
Directors are also encouraged to attend industry
events including those specific to investment trusts.
Performance Evaluation
The Board has not arranged an externally facilitated
evaluation during this period, although this is
considered by the Board on a regular basis. The
directors undertake on an annual basis an appraisal
in relation to their oversight and monitoring of the
performance of the investment adviser and other
key service providers.
In addition the directors undertake, on an annual
basis, a written assessment of the evaluation of the
Board, its committees and individual directors by
completion of a formal evaluation questionnaire. The
SID also leads a formal evaluation of the performance
of the Chairman.
JUPITER GREEN INVESTMENT TRUST PLC
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44
Board Committees
Audit Committee
The board has established an Audit Committee
which consists of the entire board. Simon Baker is
Chairman of the Audit Committee. The Report of the
Audit Committee can be found on page 45.
Management Engagement Committee
The board has established a Management
Engagement Committee which consists of the
entire board. Michael Naylor is Chairman of the
Management Engagement Committee. The function
of this Committee is to ensure that the Investment
Adviser complies with the terms of the investment
management agreement and that the provisions
of the investment management agreement follow
industry practice and remain competitive and in the
best interests of shareholders.
Nomination Committee
The board has established a Nomination Committee
which, given the size of the board, consists of
the entire board. The function of this Committee
is to evaluate the appointment of additional or
replacement directors against the requirements of
the Company’s business and the need to have a
balanced board.
The Nomination Committee considers job
specifications and assesses whether candidates have
the necessary skills and time available to devote
to the Company’s business. All newly appointed
directors receive any necessary training and
induction.
Following due consideration and taking into account
the size, nature and complexity of the Company,
the board has determined that it will not establish a
Remuneration Committee at this time; this function
is performed by the board.
Terms of Reference of all board committees
are published on the Company’s website
www.jupiteram.com/JGC.
Directors’ Attendance at Meetings
Board
Audit
Committee
Management
Engagement
Committee
Nomination
Committee
M Naylor
4/4 2/2 1/1 1/1
S Baker 4/4 2/2 1/1 1/1
J Bains 4/4 2/2 1/1 1/1
Baroness Bryony Worthington
4/4 2/2 1/1 1/1
For and on behalf of the Board
Michael Naylor
Chairman
25 July 2024
FOR THE YEAR ENDED 31 MARCH 2024
45
The Audit Committee meets at least twice a year to
consider the financial reporting by the Company, the
internal controls and relations with the Company’s
external auditors. In addition, it reviews the
independence and objectivity of the auditors and
the effectiveness of the audit process, the quality of
the audit engagement partner and the audit team
and consider the reappointment of the auditors.
It will also provide an opinion as to whether the
Annual Report, taken as a whole, is fair, balanced
and understandable and provides the information
necessary for shareholders to assess the Company’s
performance, business model and strategy.
During the course of the year, representatives of the
Investment Adviser and other third-party service
providers are invited to attend meetings of the
committee to report on issues as required.
The Company does not have an internal audit
function as most of its day to day operations are
delegated to professional third-parties.
The committee also reviews the Company’s
compliance with the AIC Code.
Composition
The Audit Committee consists of the entire board.
Simon Baker is Chairman of the Audit Committee.
All the committee members are independent non-
executive directors. The Committee has direct access
to Ernst & Young LLP (‘EY’), the Heads of Internal
Audit, Risk and Compliance of the Investment
Adviser and to its group audit committee and reports
its findings to the board. The board retains ultimate
responsibility for all aspects relating to external
financial statements and other significant published
financial information.
Independent Auditors and Audit
The Company’s current independent auditor EY was
appointed by the board on 4 September 2018. As part
of its review of the continuing appointment of the
auditor, the Audit Committee considers the length of
tenure of the audit firm, its fees and independence
from the AIFM, the Investment Adviser along with
any matters raised during each audit.
The fees paid to EY in respect of audit services are
disclosed in Note 5 of the notes to the accounts on
page 69. The Company’s year ended 31 March 2024
is the current audit partner’s second of a five year
maximum term.
Significant Accounting Matters
During its review of the Company’s accounts for the
year ended 31 March 2024, the Audit Committee
considered the following significant issues, including
the consideration of principal and emerging risks and
uncertainties in light of the Company’s activities and
issues communicated by the auditors during their
review, all of which were satisfactorily addressed:
Issue considered How the issue was addressed
■ Valuation of the investment portfolio ■ Review of internal control reports from the Investment
Adviser, administrator and custodian
■ Receipt of dividend income ■ Review of income received as detailed in the monthly
revenue forecast report from the Investment Adviser.
Special dividends received are assessed as a repayment
of capital or as revenue depending on the facts of each
particular case
■ Compliance with section 1158 of the Corporation Tax
Act 2010
■ Review of portfolio holdings reports and revenue
forecasts to ensure compliance criteria is met
■ Calculation of management fees ■ Consideration of methodology used to calculate fees,
matched against the criteria set out in the investment
management agreement
■ Statement of going concern ■ Review of the investment portfolio, risks and
uncertainties, projected cash flow and forecast revenue
Report of the Audit Committee
JUPITER GREEN INVESTMENT TRUST PLC
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46
Auditor Effectiveness & Independence
Auditor effectiveness is assessed by means of the
auditors’ direct engagement with the committee at
Audit Committee meetings and also by reference
to feedback from the AIFM, Investment Adviser and
its employees who have direct dealings with the
auditors during the annual audit of the Company.
The Audit Committee concluded that the auditors
continue to be independent of the Company and
the Investment Adviser and that their reappointment
be proposed at the 2024 Annual General Meeting.
Non-Audit Services
The revised FRC Ethical Standard, effective from 15
March 2020, limits the non-audit services that can be
provided by the Auditors.
The Committee ensures the Auditors’ objectivity and
independence are safeguarded by adopting a policy
that all non-audit services are subject to its approval.
No fee for such services was payable to the Auditors
for the year under review and no services were
undertaken (2023: £Nil).
Statement in Respect of the Annual Report &
Accounts
Having taken all available information into
consideration, and having discussed the content
of the Annual Report & Accounts with the AIFM,
Investment Adviser, company secretary and other
third-party service providers, the Audit Committee
has concluded that the Annual Report & Accounts
for the year ended 31 March 2024, taken as a whole,
is fair, balanced and understandable and provides
the information necessary for shareholders to assess
the Company’s position, income and performance,
business model and strategy, and has reported on
these findings to the board.
For and on behalf of the Audit Committee
Simon Baker
Chairman of the Audit Committee
25 July 2024
Report of the Audit Committee (continued)
FOR THE YEAR ENDED 31 MARCH 2024
47
Introduction
The Board is pleased to present the Company’s annual
remuneration report for the year ended 31 March
2024 in accordance with Schedule 8 of The Large and
Medium-sized Companies and Groups (Accounts and
Reports) (Amendment) regulations 2013.
The law requires the Company’s auditors to audit
certain of the disclosures provided. Where disclosures
have been audited, they are indicated as such. The
independent auditors’ opinion is included in their
report on pages 53 to 61.
Statement by the Chairman
The Board’s policy on remuneration is set out below.
It must be noted that it is essential that fees payable
to directors should reflect the time spent on the
Company’s affairs. They should also be competitive
enough to attract and retain highly skilled individuals
who possess the requisite knowledge and experience
for the position.
The directors of the Company are non-executive
and by way of remuneration receive an annual fee,
payable quarterly in arrears.
During the year to 31 March 2024, directors’ fees were
as follows:
Chairman of the Board £30,000
Chairman of the Audit Committee £27,000
Director £25,000
Details of the total emoluments paid to directors for
the years ended 31 March 2023 and 31 March 2024 are
provided in the Annual Report on Remuneration.
The Company does not award any other remuneration
or benefits to the Chairman or directors. There are
no bonus schemes, pension schemes, or long-term
incentive schemes in place for the directors.
Directors’ Remuneration Policy
The remuneration policy of the Company was
approved by shareholders at the AGM held on
1 September 2021. At that meeting 99.56% of votes
received were in favour, 0.20% were against and
0.24% votes were withheld.
The current remuneration policy as set out below
will apply until 1 September 2024 (being three years
from the date of shareholder approval of the policy)
unless renewed, varied or revoked by shareholders at
a general meeting.
In accordance with Schedule 8 of the Large and
Medium-sized Companies and Groups (Accounts and
Reports) (Amendment) Regulations 2013, the directors
are required to propose a remuneration policy to
shareholders that will remain in place for a maximum
of three years.
The Company’s remuneration policy is that fees
payable to directors are commensurate with the
amount of time directors are expected to spend on
the Company’s affairs, whilst seeking to ensure that
fees are set at an appropriate level so as to enable
candidates of a sufficient calibre to be recruited. The
Company’s Articles states the maximum aggregate
amount of fees that can be paid to directors in any
one year. This is currently set at £150,000 per annum
and shareholder approval is required for any changes
to this.
Each director is entitled to a base fee; the Chairman
of the Board is paid a higher fee than the other
directors, to reflect the additional work required to
be carried out in this role. The Chairman of the Audit
Committee receives a higher fee on the same basis.
The Board has not established a Remuneration
Committee and any review of the directors’ fees is
undertaken by the Board as whole and has regard to
the level of fees paid to non-executive directors of
other investment companies of equivalent size.
Directors’ Service Contracts
No director has a contract of service with the
Company. Accordingly, the directors are not entitled
to any compensation in the event of termination of
their appointment or loss of office, other than the
payment of any outstanding fees.
The Board is authorised to obtain, at the Company’s
expense, outside legal or other professional advice
on any matters within its Terms of Reference. The
Board did not seek external advice during the year
under review.
Directors’ Remuneration Report and Policy
JUPITER GREEN INVESTMENT TRUST PLC
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48
The Board does not consider it appropriate that
directors should be appointed for a specific term.
All directors are subject to annual re-election. Any
new director appointed would be subject to election
by shareholders at the next AGM following their
appointment.
The terms and conditions of directors’ appointments
are set out in formal letters of appointment.
Annual Report on Remuneration
A single figure for the total remuneration of each
director is set out in the table below for the year
ended 31 March 2024 and 31 March 2023 respectively:
Director
Date of
Appointment
Due date for
Re-election
Michael Naylor 3 July 2009 Annually
Simon Baker 31 July 2015 Annually
Jaz Bains 4 December 2018 Annually
Bryony Worthington 7 September 2022 Annually
Single Total Figure Table (audited)
Director
Fees
£
Taxable
Expenses
£
Total
Remuneration
for the
year ended
31 March 2024
£
Fees
£
Taxable
Expenses
£
Total
Remuneration
for the
year ended
31 March 2023
£
Michael Naylor
1
30,000 – 30,000 30,000 – 30,000
Simon Baker
2
27,000 – 27,000 27,000 – 27,000
Jaz Bains 25,000 – 25,000 25,000 – 25,000
Bryonny Worthington
3
25,000 – 25,000 14,080 – 14,080
Dame Polly Coutrice
4
– – – 10,920 – 10,920
Total 107,000 – 107,000 107,000 – 107,000
1 Chairman of the Board.
2 Chairman of the Audit Committee.
3 Appointed 7 September 2022.
4 Resigned 7 September 2022.
Annual percentage change in remuneration of directors
The table below is a disclosure under The Companies (Directors’ Remuneration Policy and Directors’ Remuneration
Report) Regulations 2019 and sets out the annual percentage change in each director’s remuneration received over
the last four financial years to 31 March 2024 and then will be on a rolling five year basis.
Director
2024
Total fees %
change
2023
Total fees %
change
2022
Total fees %
change
2021
Total fees %
change
Michael Naylor
1
– – – –
Simon Baker
2
– – – –
Jaz Bains – – – –
Bryony Worthington
3
78 100 n/a n/a
Dame Polly Courtice
4
n/a (56) – –
1 Chairman of the Board.
2 Chairman of the Audit Committee.
3 Appointed 7 September 2022.
4 Resigned 7 September 2022.
Directors’ Remuneration Report and Policy (continued)
FOR THE YEAR ENDED 31 MARCH 2024
49
To be updated
Expenditure by the Company on Directors’ Remuneration compared with Distribtions to Shareholders
The table below compares the total remuneration paid to Directors with distributions made to shareholders
during the Financial year under review and the prior year.
Year ended
31 March
2024
Year ended
31 March
2023 % increase
Remuneration paid to Directors 107,000 107,000 0
Distributions to shareholders – dividends – – 0
Total value of shares repurchased 4,057,960 669,446 506
Statement of voting at the last AGM
The following sets out the votes received at the AGM of the shareholders of the Company, held on 14 September
2023, in respect of the approval of the Directors’ Remuneration Report.
Votes cast for Votes cast against Total
votes
cast
Number
of votes
withheldNumber % Number %
4,657,914 99.42 27,147 0.58 4,685,061 51,466
Directors’ Interests
The directors who held office at the end of the
year covered by these accounts and their beneficial
interests in the ordinary shares at 31 March 2024 are
shown in the table below.
Directors’ interest in ordinary shares (audited)
31 March
2024
31 March
2023
Michael Naylor 18,070 18,070
Simon Baker 14,075 14,075
Jaz Bains 2,000 2,000
Bryony Worthington 2,498 2,498
There has been no change since the year-end.
There are no requirements for directors to own
shares. All such holdings are subject to the disclosure
obligations set out in the Listing Rules of the UK
Listing Authority.
The directors’ interests in contractual arrangements
with the Company are as detailed in note 22 to the
Accounts on page 80. Subject to these exceptions,
no director was a party to or had any interest in any
contract or arrangement with the Company at any
time during the year or subsequently.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
50
Performance to 31 March 2024
The graph below shows the Company’s share price performance compared with the movement of the MSCI
World Small Cap Index, expressed in sterling.
10 Year performance graph
On behalf of the Board and in accordance with Part
2 of Schedule 8 of the Large and Medium-sized
Companies and Groups (Accounts and Reports)
(Amendment) Regulations 2013, I confirm that
the Directors’ Remuneration Report and Policy
summarises, for the year ended 31 March 2024,
the review undertaken and the decisions made
regarding the fees paid to the Board, and the future
remuneration policy of the Company which is to be
approved by shareholders.
By order of the Board
Michael Naylor
Chairman
25 July 2024
01/03/2014
01/07/2014
01/11/2014
01/03/2015
01/07/2015
01/11/2015
01/03/2016
01/07/2016
01/11/2016
01/03/2017
01/07/2017
01/11/2017
01/03/2018
01/07/2018
01/11/2018
01/03/2019
01/07/2019
01/11/2019
01/03/2020
01/07/2020
01/11/2020
01/03/2021
01/07/2021
01/11/2021
01/03/2022
01/07/2022
01/11/2022
01/07/2023
01/11/2023
01/03/2024
01/03/2023
Green IT NAV
Green IT Composite Benchmark Green IT Share Price
-50
0
50
100
150
200
250
300
350
400
Directors’ Remuneration Report and Policy (continued)
FOR THE YEAR ENDED 31 MARCH 2024
51
The Directors are responsible for preparing the
Annual Report and financial statements in accordance
with UK adopted International Accounting standards.
Under Company law the Directors must not approve
the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs
of the Company and of the return or loss of the
Company for that period.
In preparing those financial statements, the Directors
are required to:
(a) select suitable accounting policies in accordance
with UK adopted International Accounting
standards 8 Accounting Policies, Changes in
Accounting Estimates and Errors and then apply
them consistently;
(b) present information, including accounting policies,
in a manner that provides relevant, reliable,
comparable and understandable information;
(c) provide additional disclosures when compliance
with the specific requirements in UK adopted
International Accounting standards is insufficient
to enable users to understand the impact
of particular transactions, other events and
conditions on the entity’s financial position and
financial performance;
(d) state that the Company has complied with UK
adopted International Accounting standards
subject to any material departures disclosed and
explained in the financial statements; and
(e) make judgements and estimates that are
reasonable and prudent.
The Directors are responsible for the maintenance
and integrity of the corporate and financial
information included on the Company’s website
www.jupiteram.com/JGC. The work carried out
by the auditors does not include consideration of
the maintenance and integrity of the website and
accordingly the auditors accept no responsibility
for any changes that have occurred to the financial
statements when they are presented on the website.
The financial statements are published on
www.jupiteram.com/JGC, which is a website
maintained by Jupiter Asset Management Limited.
Visitors to the website need to be aware that
legislation in the United Kingdom governing the
preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Company and enable them to ensure that the
financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding
the assets of the Company and hence for taking
reasonable steps for the prevention and detection of
fraud and other irregularities.
Under applicable law and regulations, the Directors
are also responsible for preparing a Strategic Report,
Directors’ Report, Directors’ Remuneration Report
and Statement of Corporate Governance that
comply with that law and those regulations.
Each of the Directors, who are listed on page 34 of
this report, confirm to the best of their knowledge
that:
(a) the financial statements, prepared in accordance
with UK adopted International Accounting
standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of
the Company;
(b) the report includes a fair view of the development
and performance of the business and the position
of the Company together with a description of
the principal and emerging risks and uncertainties
that the Company faces; and
(c) in their opinion, the Annual Report and
Accounts taken as a whole, is fair, balanced and
understandable and it provides the information
necessary to assess the Company’s performance,
business model and strategy.
Statement of Directors’ Responsibilities
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
52
So far as each Director is aware at the time the report
is approved:
(a) there is no relevant audit information of which the
Company’s Auditors are unaware; and
(b) the Directors have taken all steps required of a
Company director to make themselves aware of
any relevant audit information and to establish
that the Company’s Auditors are aware of that
information.
By order of the Board
Michael Naylor
Chairman
25 July 2024
Statement of Directors’ Responsibilities (continued)
FOR THE YEAR ENDED 31 MARCH 2024
53
To be updated
To be updated
To the Members of Jupiter Green Investment Trust PLC
Opinion
We have audited the financial statements of Jupiter
Green Investment Trust PLC (the “Company”) for
the year ended 31 March 2024 which comprise the
Statement of Comprehensive Income, the Statement
of Financial Position, the Cash Flow Statement, the
Statement of Changes in Equity and the related
notes 1 to 24, including material accounting policy
information.
The financial reporting framework that has been
applied in their preparation is applicable law and UK-
adopted International Accounting Standards.
In our opinion, the financial statements:
■ give a true and fair view of the Company’s affairs
as at 31 March 2024 and of its loss for the year
then ended;
■ have been properly prepared in accordance with
UK-adopted International Accounting Standards;
and
■ have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those
standards are further described in the Auditor’s
responsibilities for the audit of the financial
statements section of our report. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We are independent of the Company in accordance
with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including
the FRC’s Ethical Standard as applied to listed public
interest entities, and we have fulfilled our other
ethical responsibilities in accordance with these
requirements.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Company and we
remain independent of the Company in conducting
the audit.
Material uncertainty related to going concern
We draw attention to Note 1 in the financial
statements which indicates that the Company
is currently evaluating options for the future of
the business. As stated in Note 1, these events or
conditions indicate that a material uncertainty exists
that may cast significant doubt on the Company’s
ability to continue as a going concern. The financial
statements do not contain the adjustments that
would result if the Company were unable to continue
as a going concern. Our opinion is not modified in
respect of this matter.
We describe below how our audit responded to the
risk relating to going concern:
■ We discussed with the directors the basis of their
evaluation of options and understood that at this
point in time, there can be no certainty as to the
outcome of this evaluation.
■ We discussed with the directors and considered
whether any other events or conditions, apart
from their evaluation of options discussed in
Note 1 exist that, individually or collectively, may
cast significant doubt on the Company’s ability to
continue as a going concern and concluded that
no such circumstances exist.
■ We reviewed whether the Annual Report and
Financial Statements transparently presented the
risk to the going concern of the Company as a
result of the directors evaluation of options.
We draw attention to the Viability Statement in
the Annual Report on page 20, which indicates that
an assumption to the statement of viability is in
respect of going concern considering the material
uncertainty arising from the ongoing evaluation of
options. The directors consider that the material
Independent Auditors’ Report
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
54
uncertainties referred to in respect of going concern
may cast significant doubt over the future viability of
the Company. Our opinion is not modified in respect
of this matter.
In auditing the financial statements, we have
concluded that the directors’ use of the going
concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation
of the directors’ assessment of the Company’s ability
to continue to adopt the going concern basis of
accounting included;
■ Confirming our understanding of the Company’s
going concern assessment process and engaged
with the directors and the Company Secretary to
determine if all key factors that we have become
aware of were considered in their assessment.
■ Inspecting the directors’ assessment of going
concern, including the revenue forecast, for the
period to 31 July 2025 which is at least twelve
months from the date the financial statements
were authorised for issue. In preparing the revenue
forecast, the Company has concluded that it is
able to continue to meet its ongoing costs as they
fall due.
■ Reviewing the factors and assumptions, including
the impact of the current economic environment
and other significant events that could give rise
to market volatility, as applied to the revenue
forecast and the liquidity assessment of the
investments. We considered the appropriateness
of the methods used to calculate the revenue
forecast and the liquidity assessment and
determined, through testing of the methodology
and calculations, that the methods, inputs and
assumptions utilised were appropriate to be able
to make an assessment for the Company.
■ Considering the mitigating factors included in
the revenue forecasts and covenant calculations
that are within the control of the Company.
We reviewed the Company’s assessment of the
liquidity of the investments held and evaluated
the Company’s ability to sell those investments
in order to cover working capital requirements
should revenue decline significantly.
■ In relation to the Company’s borrowing
arrangements, inspecting the directors’ assessment
of the level of gearing. We recalculated the
Company’s compliance with debt covenants and
performed stress testing to assess the likelihood
of the Company breaching the financial covenants
as a result of a reduction in the value of the
Company’s portfolio.
■ Reviewing the Company’s going concern
disclosures included in the annual report in
order to assess whether the disclosures were
appropriate and in conformity with the reporting
standards.
In relation to the Company’s reporting on how they
have applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to
in relation to:
■ the directors’ statement in the financial
statements about whether the directors
considered it appropriate to adopt the going
concern basis of accounting; and
■ the directors' identification in the financial
statements of the material uncertainty related
to the entity’s ability to continue as a going
concern over a period to 31 July 2025 which is
at least twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the responsibilities of the
directors with respect to going concern are described
in the relevant sections of this report. However,
because not all future events or conditions can be
predicted, this statement is not a guarantee as to the
Company’s ability to continue as a going concern.
Independent Auditors’ Report (continued)
FOR THE YEAR ENDED 31 MARCH 2024
55
Overview of our audit approach
Key audit matters ■ Risk of incomplete or inaccurate revenue recognition, including the classification of
special dividends as revenue or capital items in the Statement of Comprehensive
Income.
■ Risk of incorrect valuation or ownership of the investment portfolio.
Materiality
■ Overall materiality of £0.50m which represents 1% of shareholders’ funds.
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of
materiality and our allocation of performance
materiality determine our audit scope for the
Company. This enables us to form an opinion on
the financial statements. We take into account
size, risk profile, the organisation of the Company
and effectiveness of controls, the potential impact
of climate change and changes in the business
environment when assessing the level of work to be
performed.
Climate change
There has been increasing interest from stakeholders
as to how climate change will impact companies. The
Company has assessed the impact of climate change
on its investments which is explained in the principal
and emerging risks and uncertainties section on
page 23, which forms part of the “Other information,”
rather than the audited financial statements. Our
procedures on these disclosures therefore consisted
solely of considering whether they are materially
inconsistent with the financial statements or our
knowledge obtained in the course of the audit or
otherwise appear to be materially misstated.
Our audit effort in considering climate change
was focused on the adequacy of the Company’s
disclosures in the financial statements as set out
in note 1 and conclusion that there was no further
impact of climate change to be taken into account
as the investments are valued based on market
pricing as required by UK-adopted International
Accounting Standards. We also challenged the
directors’ considerations of climate change risks in
their assessment of going concern and viability and
associated disclosures.
Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most significance in
our audit of the financial statements of the current
period and include the most significant assessed
risks of material misstatement (whether or not due
to fraud) that we identified. These matters included
those which had the greatest effect on the overall
audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement
team. These matters were addressed in the context
of our audit of the financial statements as a whole,
and in our opinion thereon, and we do not provide a
separate opinion on these matters.
In addition to the matter described in the Material
uncertainty related to going concern section, we
have determined the matters described below to be
the key audit matters to be communicated in our
report.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
56
Risk Our response to the risk Key observations communicated to
the Audit Committee
Incomplete or inaccurate revenue
recognition, including the
classification of special dividends
as revenue or capital items in the
Statement of Comprehensive
Income (as described on page 45 in
the Report of the Audit Committee
and as per the accounting policy set
out on page 66).
The total revenue for the year to
31 March 2024 was £0.71m (2023:
£0.76m), consisting primarily of
dividend income from listed equity
investments.
There is a risk of incomplete or
inaccurate recognition of revenue
through the failure to recognise
proper income entitlements or to
apply an appropriate accounting
treatment.
In addition to the above, the
directors may be required to
exercise judgment in determining
whether income receivable in the
form of special dividends should be
classified as ‘revenue’ or ‘capital’ in
the Statement of Comprehensive
Income.
We have performed the following
procedures:
We obtained an understanding
of the processes and controls
surrounding revenue recognition
including the classification of
special dividends by performing
walkthrough procedures.
For 100% of dividends received and
accrued, we recalculated the income
by multiplying the investment
holdings at the ex-dividend date,
traced from the accounting records,
by the dividend per share, which
was agreed to an independent data
vendor. We also agreed all exchange
rates to an independent data vendor
and agreed all dividends received
and accrued to bank statements,
where paid.
For 100% of dividends accrued, we
reviewed the investee company
announcement to assess whether
the dividend obligation arose prior
to 31 March 2024.
To test completeness of recorded
income, we verified that expected
dividends for each investee
company held during the year had
been recorded as income with
reference to investee company
announcements obtained from an
independent data vendor.
For all investments held during
the year, we reviewed the type of
dividends paid with reference to
an external data source to identify
those which were ‘special’.
The results of our procedures
identified no material misstatement
in relation to incomplete or
inaccurate revenue recognition,
including the classification of special
dividends as revenue or capital items
in the Statement of Comprehensive
Income.
Independent Auditors’ Report (continued)
FOR THE YEAR ENDED 31 MARCH 2024
57
Risk Our response to the risk Key observations communicated to
the Audit Committee
Based on the work performed,
we identified two special
dividends recognised during the
year which were individually and
in aggregate below our testing
threshold. However, we selected
one special dividend for testing
and assessed the appropriateness
of management’s classification as
revenue or capital by reviewing
the underlying rationale for the
distribution.
Incorrect valuation or ownership
of the investment portfolio (as
described on page 45 in the Report
of the Audit Committee and as per
the accounting policy set out on
page 67).
The valuation of the investment
portfolio at 31 March 2024 was
£49.69m (2023: £55.00m) consisting
of listed investments.
The valuation of the assets held in
the investment portfolio is the key
driver of the Company’s net asset
value and total return. Incorrect
investment pricing, or a failure to
maintain proper legal title of the
investments held by the Company,
could have a significant impact on
the portfolio valuation and the
return generated for shareholders.
The fair value of listed investments
is determined using quoted market
bid prices at close of business on
the last business day of the year.
We performed the following
procedures:
We obtained an understanding
of the processes and controls
surrounding investment pricing
and legal title by performing
walkthrough procedures.
For 100% of investments in the
portfolio, we verified the market
prices and exchange rates applied
to an independent pricing vendor
and recalculated the investment
valuations as at the year-end.
We inspected the stale pricing
reports to identify prices that have
not changed around the year-end
to verify whether the listed price is
a valid fair value through review of
trading activity. No stale prices were
identified.
We compared the Company’s
investment holdings as at 31
March 2024 to an independent
confirmation received directly
from the Company’s Custodian and
Depositary.
The results of our procedures
identified no material misstatement
in relation to incorrect valuation
or ownership of the investment
portfolio
There have been no changes to the areas of audit focus raised in the above risk table from the prior year.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
58
Our application of materiality
We apply the concept of materiality in planning and
performing the audit, in evaluating the effect of
identified misstatements on the audit and in forming
our audit opinion.
Materiality
The magnitude of an omission or misstatement
that, individually or in the aggregate, could
reasonably be expected to influence the economic
decisions of the users of the financial statements.
Materiality provides a basis for determining the
nature and extent of our audit procedures.
We determined materiality for the Company to
be £0.50 million (2023: £0.55 million), which is 1%
(2023: 1%) of shareholders’ funds. We believe that
shareholders’ funds provides us with materiality
aligned to the key measurement of the Company’s
performance.
Performance materiality
The application of materiality at the individual
account or balance level. It is set at an amount to
reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected
misstatements exceeds materiality.
On the basis of our risk assessments, together with
our assessment of the Company’s overall control
environment, our judgement was that performance
materiality was 75% (2023: 75%) of our planning
materiality, namely £0.38m (2023: £0.41m). We have
set performance materiality at this percentage due
to our past experience of the audit that indicates
a lower risk of misstatement, both corrected and
uncorrected.
Given the importance of the distinction between
revenue and capital for investment trusts, we have
also applied a separate threshold for the revenue
column of the Statement of Comprehensive
Income of £0.03m (2023: £0.03m) being our reporting
threshold.
Reporting threshold
An amount below which identified misstatements
are considered as being clearly trivial.
We agreed with the Audit Committee that we would
report to them all uncorrected audit differences in
excess of £0.03m (2023: £0.03m), which is set at 5% of
planning materiality, as well as differences below that
threshold that, in our view, warranted reporting on
qualitative grounds.
We evaluate any uncorrected misstatements against
both the quantitative measures of materiality
discussed above and in light of other relevant
qualitative considerations in forming our opinion.
Other information
The other information comprises the information
included in the annual report other than the financial
statements and our auditor’s report thereon. The
directors are responsible for the other information
contained within the annual report.
Our opinion on the financial statements does not
cover the other information and, except to the
extent otherwise explicitly stated in this report, we
do not express any form of assurance conclusion
thereon.
Our responsibility is to read the other information
and, in doing so, consider whether the other
information is materially inconsistent with the
financial statements or our knowledge obtained in
the course of the audit or otherwise appears to be
materially misstated. If we identify such material
inconsistencies or apparent material misstatements,
we are required to determine whether there is a
material misstatement in the financial statements
themselves. If, based on the work we have
performed, we conclude that there is a material
misstatement of the other information, we are
required to report that fact.
We have nothing to report in this regard.
Independent Auditors’ Report (continued)
FOR THE YEAR ENDED 31 MARCH 2024
59
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion the part of the directors’ remuneration
report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the
course of the audit:
■ the information given in the strategic report and
the directors’ report for the financial year for
which the financial statements are prepared is
consistent with the financial statements; and
■ the strategic report and directors’ report have
been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by
exception
In the light of the knowledge and understanding of
the Company and its environment obtained in the
course of the audit, we have not identified material
misstatements in the strategic report or directors’
report.
We have nothing to report in respect of the
following matters in relation to which the Companies
Act 2006 requires us to report to you if, in our
opinion:
■ adequate accounting records have not been kept,
or returns adequate for our audit have not been
received from branches not visited by us; or
■ the financial statements and the part of the
directors’ Remuneration Report to be audited are
not in agreement with the accounting records and
returns; or
■ certain disclosures of directors’ remuneration
specified by law are not made; or
■ we have not received all the information and
explanations we require for our audit.
Corporate Governance Statement
We have reviewed the directors’ statement in relation
to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to
the company’s compliance with the provisions of the
UK Corporate Governance Code specified for our
review by the Listing Rules
Aside from the impact of the matters disclosed in
the Material uncertainty related to going concern
section, based on the work undertaken as part of our
audit, we have concluded that each of the following
elements of the Corporate Governance Statement is
materially consistent with the financial statements or
our knowledge obtained during the audit:
■ Directors’ statement with regards to the
appropriateness of adopting the going concern
basis of accounting and any material uncertainties
identified set out on page 37;
■ Directors’ explanation as to its assessment of the
Company’s prospects, the period this assessment
covers and why the period is appropriate set out
on page 20;
■ Director’s statement on whether it has a
reasonable expectation that the Company will
be able to continue in operation and meets its
liabilities set out on page 20;
■ Directors’ statement on fair, balanced and
understandable set out on page 51;
■ Board’s confirmation that it has carried out a
robust assessment of the emerging and principal
risks set out on page 23;
■ The section of the annual report that describes
the review of effectiveness of risk management
and internal control systems set out on page 38;
and
■ The section describing the work of the audit
committee set out on page 45.
Responsibilities of directors
As explained more fully in the directors’
responsibilities statement set out on page 51, the
directors are responsible for the preparation of the
financial statements and for being satisfied that they
give a true and fair view, and for such internal control
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
60
as the directors determine is necessary to enable the
preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors
are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the directors
either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of
these financial statements.
Explanation as to what extent the audit was
considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect irregularities, including fraud. The
risk of not detecting a material misstatement due
to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate
concealment by, for example, forgery or intentional
misrepresentations, or through collusion. The extent
to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
However, the primary responsibility for the
prevention and detection of fraud rests with both
those charged with governance of the Company and
management.
■ We obtained an understanding of the legal
and regulatory frameworks that are applicable
to the Company and determined that the
most significant are UK-adopted international
accounting standards, the Companies Act 2006,
the Listing Rules, the UK Corporate Governance
Code, the Association of Investment Companies
Code and Statement of Recommended Practice,
Section 1158 of the Corporation Tax Act 2010
and The Companies (Miscellaneous Reporting)
Regulations 2018.
■ We understood how the Company is complying
with those frameworks through discussions with
the Audit Committee and Company Secretary
and review of the board and committee minutes
and review of papers provided to the Audit
Committee.
■ We assessed the susceptibility of the Company’s
financial statements to material misstatement,
including how fraud might occur by considering
the key risks impacting the financial statements.
We identified a fraud risk with respect to the
incomplete or inaccurate revenue recognition
through incorrect classification of special
dividends as revenue or capital items in the
Statement of Comprehensive Income. Further
discussion of our approach is set out in the
section on key audit matters above.
■ Based on this understanding we designed our
audit procedures to identify non-compliance
with such laws and regulations. Our procedures
involved review of the reporting to the
directors with respect to the application of the
documented policies and procedures and review
of the financial statements to ensure compliance
with the reporting requirements of the Company.
A further description of our responsibilities for the
audit of the financial statements is located on the
Financial Reporting Council’s website at https://
www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
Independent Auditors’ Report (continued)
FOR THE YEAR ENDED 31 MARCH 2024
61
Other matters we are required to address
■ Following the recommendation from the audit
committee, we were appointed by the Company
on 4 September 2018 to audit the financial
statements for the year ending 31 March 2019 and
subsequent financial periods.
The period of total uninterrupted engagement
including previous renewals and reappointments is
6 years, covering the years ending 31 March 2019 to
31 March 2024.
■ The audit opinion is consistent with the additional
report to the Audit committee.
Use of our report
This report is made solely to the Company’s
members, as a body, in accordance with Chapter 3 of
Part 16 of the Companies Act 2006. Our audit work
has been undertaken so that we might state to the
Company’s members those matters we are required
to state to them in an auditor’s report and for no
other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s
members as a body, for our audit work, for this
report, or for the opinions we have formed.
Caroline Mercer (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory
Auditor
Edinburgh
25 July 2024
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
62
for the year ended 31 March 2024
Year ended 31 March 2024 Year ended 31 March 2023
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gain/(loss) on investments at fair value
through profit or loss 10 – 182 182 – (265) (265)
Foreign exchange (loss)/gain – (98) (98) – 465 465
Income 3 705 – 705 759 – 759
Total income 705 84 789 759 200 959
Investment management fee 4 (86) (257) (343) (92) (277) (369)
Other expenses 5 (412) – (412) (539) – (539)
Total expenses (498) (257) (755) (631) (277) (908)
Net return/(loss) before finance costs and tax 207 (173) 34 128 (77) 51
Finance costs 7 (48) (144) (192) (27) (82) (109)
Return/(loss) on ordinary activities
before taxation 159 (317) (158) 101 (159) (58)
Taxation 8 (79) – (79) (91) – (91)
Net return/(loss) after taxation 80 (317) (237) 10 (159) (149)
Return/(loss) per ordinary share 9 0.40p (1.58)p (1.18)p 0.05p (0.75)p (0.70)p
Diluted return/(loss) per ordinary share 9 0.40p (1.58)p (1.18)p 0.05p (0.75)p (0.70)p
* There is no other comprehensive income and therefore the ‘Net loss after taxation’ is the total comprehensive expense for the year.
The total column of this statement is the income statement of the Company, prepared in accordance with UK
adopted international accounting standards.
The supplementary revenue return and capital return columns are both prepared under guidance produced by the
Association of Investment Companies (AIC). All items in the above statement derive from continuing operations.
Statement of Comprehensive Income
The Notes on pages 66 to 80 form part of these accounts.
FOR THE YEAR ENDED 31 MARCH 2024
63
Statement of Financial Position
as at 31 March 2024
Note
2024
£’000
2023
£’000
Non current assets
Investments held at fair value through profit or loss 10 49,686 55,002
Current assets
Prepayments and accrued income 11 124 1,459
Cash and cash equivalents 3,670 2,954
3,794 4,413
Total assets 53,480 59,415
Current liabilities
Other payables 12 (3,162) (4,837)
Total assets less current liabilities 50,318 54,578
Capital and reserves
Called up share capital 15 34 34
Share premium 16 2,485 2,468
Redemption reserve* 17 239 239
Retained earnings* 18 47,560 51,837
Total equity shareholders’ funds 50,318 54,578
Net Asset Value per ordinary share 19 263.59p 258.58p
Diluted Net Asset Value per ordinary share 19 263.13p 259.86p
* Under the Company’s Articles of Association, dividends may be paid out of any distributable reserve of the Company.
Approved by the board of directors and authorised for issue on 25 July 2024 and signed on its behalf by:
Michael Naylor
Chairman
Company Registration Number 05780006
The Notes on pages 66 to 80 form part of these accounts.
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
64
for the year ended 31 March 2024
For the year ended 31 March 2024
Share
Capital
£’000
Share
Premium
£’000
Redemption
Reserve
£’000
Retained
Earnings
£’000
Total
£’000
Balance at 31 March 2023 34 2,468 239 51,837 54,578
Net loss for the year – – – (237) (237)
Ordinary shares reissued from treasury – 17 – 18 35
Ordinary shares repurchased – – – (4,058) (4,058)
Balance at 31 March 2024 34 2,485 239 47,560 50,318
For the year ended 31 March 2023
Share
Capital
£’000
Share
Premium
£’000
Redemption
Reserve
£’000
Retained
Earnings
£’000
Total
£’000
Balance at 31 March 2022 34 2,465 239 52,652 55,390
Net loss for the year – – – (149) (149)
Ordinary shares reissued from treasury – 3 – 3 6
Ordinary shares repurchased – – – (669) (669)
Balance at 31 March 2023 34 2,468 239 51,837 54,578
Statement of Changes in Equity
The Notes on pages 66 to 80 form part of these accounts.
FOR THE YEAR ENDED 31 MARCH 2024
65
for the year ended 31 March 2024
Note
2024
£’000
2023
£’000
Cash flows from operating activities
Investment income received (gross) 702 712
Deposit interest received 48 27
Investment management fee paid (349) (338)
Other cash expenses (488) (475)
Interest paid (192) (109)
Net cash outflow from operating activities before taxation (279) (183)
Taxation (79) (91)
Net cash outflow from operating activities 20 (358) (274)
Net cash flows from investing activities
Purchases of investments (6,711) (12,177)
Sale of investments 11,906 10,989
Net cash inflow/(outflow) from investing activities 5,195 (1,188)
Cash flows from financing activities
Shares repurchased (4,058) (669)
Shares reissued from treasury 35 6
Net cash outflow from financing activities 21 (4,023) (663)
Increase/(decrease) in cash 814 (2,125)
Change in cash and cash equivalents
Cash and cash equivalents at start of year 2,954 4,614
Realised (loss)/gain on foreign currency (98) 465
Cash and cash equivalents at end of year 3,670 2,954
Cash Flow Statement
The Notes on pages 66 to 80 form part of these accounts.
66
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
1. Accounting policies
The Accounts comprise the financial results of
the company for the year to 31 March 2024. The
Accounts are presented in pounds sterling, as this
is the functional currency of the company. The
Accounts were authorised for issue in accordance
with a resolution of the directors on 25 July 2024. All
values are rounded to the nearest thousand pounds
(£’000) except where indicated.
The accounts have been prepared in accordance with
UK adopted International Accounting Standards.
Where presentational guidance set out in the
Statement of Recommended Practice (SORP) for
Investment Trusts issued by the Association of
Investment Companies (AIC) in April 2021 is consistent
with the requirements of UK adopted International
Accounting Standards, the directors have sought to
prepare the financial statements on a basis compliant
with the recommendations of the SORP.
Basis of preparation
In preparing these financial statements the Directors
have considered the impact of climate change risk
as a principal risk as set out on page 24, and have
concluded that it does not have a material impact on
the Company’s investments. In line with UK adopted
International Accounting Standards investments
are valued at fair value, which for the Company are
quoted prices for the investments in active markets
at the Balance Sheet date and therefore reflect
market participants view of climate change risk.
The financial statements have been prepared on a
going concern basis, with material uncertainty, and
under the historical cost convention modified by the
revaluation of investments held at fair value through
profit or loss. In considering this, the directors took
into account the Company’s investment objective,
risk management policies and capital management
policies, the diversified portfolio of readily realisable
securities which can be used to meet short-term
funding commitments and the ability of the
Company to meet all of its liabilities and ongoing
expenses as for the period to 31 July 2025, which
is a period of at least 12 months from the date the
financial statements were authorised for issue.
The Board is currently evaluating options for the
future of the business in recognition that it may be in
the best interests of shareholders for the Company
not to continue in its present form. At this point in
time, there can be no certainty as to the outcome
of this evaluation and the Board will notify the
market at the appropriate time. Whilst there can be
no certainty as to the outcome of this evaluation
within 12 months of the approval of these financial
statements, and therefore while there remains a
material uncertainty, the Board has prepared the
financial statements on a going concern basis. The
financial statements do not contain the adjustments
that would result if the Company were unable to
continue as a going concern.
(a) Income recognition
Income includes dividends from investments
quoted ex-dividend on or before the date of the
Statement of Financial Position.
Dividends receivable from equity shares are taken
to the revenue return column of the Statement
of Comprehensive Income.
Special dividends are treated as repayment of
capital or as revenue depending on the facts of
each particular case.
Bank interest and interest on short-term deposits
are accrued up to the period end date are taken
to the revenue return column of the Statement
of Comprehensive Income.
(b) Presentation of Statement of Comprehensive
Income
In order to better reflect the activities of an
investment trust company and in accordance
with guidance issued by the Association of
Investment Companies (AIC), supplementary
information which analyses the Statement of
Comprehensive Income between items of a
revenue and capital nature has been presented
alongside the statement.
An analysis of retained earnings broken down
into revenue (distributable) items and capital
(distributable and non-distributable) items is
given in Note 18. Investment Management fees
and finance costs are charged 75 per cent. to
Notes to the Accounts
67
FOR THE YEAR ENDED 31 MARCH 2024
Notes to the Accounts (continued)
1. Accounting policies (continued)
capital and 25 per cent. to revenue (2023: 75 per
cent. to capital and 25 per cent. to revenue). All
other operational costs (including administration
expenses to capital) are charged to revenue.
(c) Basis of valuation of investments
Investments are recognised and derecognised
on a trade date where a purchase and sale of an
investment is under contract whose terms require
delivery of the investment within the timeframe
established by the market transaction concerned,
and are initially measured at transaction cost,
being the consideration given.
All investments are classified as held at fair
value through profit or loss. All investments
are measured at fair value with changes in
their fair value recognised in the Statement of
Comprehensive Income in the period in which
they arise. The fair value of listed investments
on the last reporting date being 28 March 2024 is
based on their quoted bid price at the reporting
without any deduction for estimated future
selling costs.
Foreign exchange gains and losses on fair value
through profit and loss investments are included
within the changes in the fair value of the
investments.
For investments that are not actively traded
and/or where active stock exchange quoted bid
prices are not available, fair value is determined
by reference to a variety of valuation techniques.
These techniques may draw, without limitation,
on one or more of: the latest arm’s length traded
prices for the instrument concerned; financial
modelling based on other observable market
data; independent broker research; or the
published accounts relating to the issuer of the
investment concerned.
(d) Cash and cash equivalents
Cash comprises cash in hand and demand
deposits. Cash equivalents are short-term, highly
liquid investments that are readily convertible to
known amounts of cash and that are subject to
insignificant risks of changes in value.
(e) Foreign currencies
Transactions in currencies other than pounds
sterling are recorded at the rates of exchange
prevailing on the dates of the transactions.
At the date of each Statement of Financial
Position, monetary assets and liabilities that
are denominated in foreign currencies are
retranslated at the rates prevailing on that date.
Non-monetary assets and liabilities carried at fair
value that are denominated in foreign currencies
are translated at the rates prevailing at the date
when the fair value was determined. Gains and
losses arising on retranslation are included in the
Statement of Comprehensive Income within the
revenue or capital column depending on the
nature of the underlying item.
(f) Taxation
The tax expense represents the sum of the tax
currently payable and deferred tax.
The tax currently payable is based on taxable
profit for the year. Taxable profit differs from
net profit as reported in the Statement of
Comprehensive Income because it excludes
items of income or expense that are taxable
or deductible in other periods and it further
excludes items that are never taxable or
deductible. The company’s liability for current
tax is calculated using tax rates that have been
enacted or substantively enacted by the date of
the Statement of Financial Position.
Deferred tax is the tax expected to be payable or
recoverable on differences between the carrying
amounts of assets and liabilities in the financial
statements and the corresponding tax bases
used in the computation of taxable profit, and
is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally
recognised for all taxable temporary differences
and deferred tax assets are recognised to the
extent that it is probable that taxable profit will
be available against which deductible temporary
differences can be utilised.
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
68
Investment trusts which have approval under
Section 1158 of the Corporation Tax Act 2010 are
not liable for taxation of capital gains.
(g) Accounting developments
At the date of authorisation of the financial
statements, the following amendment to the UK
adopted International Accounting Standards and
Interpretations was assessed to be relevant and is
effective for annual periods beginning on or after 1
January 2024:
IAS 1: Classification of Liabilities as Current or Non-
current – Amendments to UK adopted International
Accounting Standards 1. Effective for annual reporting
periods beginning on or after 1 January 2024.
Definition of Accounting Estimates – Amendments
to UK adopted International Accounting Standards
IAS 8. Effective for annual reporting periods
beginning on or after 1 January 2024.
Disclosure of Accounting Policies – Amendments
to UK adopted International Accounting Standards
IAS 1 and IFRS Practice Statement 2. Effective for
annual reporting periods beginning on or after
1 January 2024.
Deferred Tax related to Assets and Liabilities arising
from a Single Transaction – Amendments to UK
adopted International Accounting Standards 12.
Effective for annual reporting periods beginning on
or after 1 January 2024.
The directors expect that the adoption of the
standards listed above will have either no impact or
that any impact will not be material on the financial
statements of the Company in future periods.
2. Significant accounting judgements, estimates
and assumptions
Management have not applied any significant
accounting judgements to this set of Financial
Statements or those of the prior period. Judgement
is made regarding the allocation of special dividends
received between revenue and capital but this is
not regarded a significant judgement.
The allocation is dependent upon the underlying
reason for the payment. Examples of capital events
which would result in the dividend being allocated
to capital is a return of capital to shareholders or
proceeds from the disposal of assets. Examples of
revenue events which would result in the dividend
being allocated to revenue are the distribution
of excess or exceptional profits in the year. The
circumstances are reviewed by the manager making
recommendations to the Board who determine the
appropriate allocation.
The management make no significant accounting
estimates.
Notes to the Accounts (continued)
1. Accounting policies (continued)
FOR THE YEAR ENDED 31 MARCH 2024
69
3. Income
Year ended
31 March 2024
£’000
Year ended
31 March 2023
£’000
Income from investments
Dividends from overseas companies 657 732
Deposit interest 48 27
Total income 705 759
Special dividends received in the year amounted to £0.02m (2023: £0.02m) allocated to revenue and £nil (2023: £nil)
allocated to capital.
4. Investment management fee
Year ended 31 March 2024 Year ended 31 March 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Investment management fee 86 257 343 92 277 369
75% (2023: 75%) of the investment management fee is treated as a capital expense. Details of the investment
management contract are given in Note 22.
5. Other expenses
Year ended 31 March 2024 Year ended 31 March 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Directors’ remuneration (see page 48) 107 – 107 107 – 107
Auditors’ remuneration including VAT – audit 66 – 66 62 – 62
Fund accounting 54 – 54 56 – 56
Broker fees 36 – 36 45 – 45
Registrar services 51 – 51 22 – 22
Professional and legal fees – – – 49 – 49
Public Relations Fee 36 – 36 – – 36
Other 62 – 62 162 – 162
412 – 412 539 – 539
6. Ongoing charges
Year ended
31 March 2024
£’000
Year ended
31 March 2023
£’000
Investment management fees 343 369
Other expenses 412 539
Total expenses (excluding finance costs) 755 908
Average net assets 48,899 52,866
Ongoing charges % 1.54 1.72
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
70
7. Finance costs
Year ended 31 March 2024 Year ended 31 March 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Non-utilisation fee 1 4 5 2 5 7
Short-term loan interest 47 140 187 24 73 97
Bank overdraft interest – – – 1 4 5
48 144 192 27 82 109
Finance costs are in respect of the costs incurred for non-utilisation and short-term loan interest during the year
of the bank loan facility.
As at 31 March 2024, £3.0 million (2023: £3.0 million) was drawdown of the loan facility.
8. Taxation
Year ended 31 March 2024 Year ended 31 March 2023
Tax on ordinary activities
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Overseas tax 79 – 79 91 – 91
The tax assessed for the year equates to that resulting from applying the standard rate of corporation tax in the
UK of 25% (2023: 19%).
The calculation is explained below:
Year ended
31 March 2024
£’000
Year ended
31 March 2023
£’000
Loss on ordinary activities before taxation (158) (58)
Corporation tax at 25% (2023: 19%) (39) (11)
Effects of
Exempt dividend income (142) (120)
Unrelieved tax losses and other deductions arising in the period 203 174
Foreign tax suffered 79 91
Tax free capital gain in investments (21) (38)
Income taxed in different years 3 (3)
Double tax relief received (4) (2)
Current tax charge for the year 79 91
There are unrelieved management expenses at 31 March 2024 of £11,105,000 (2023: £10,292,000) but the related
deferred tax asset at 25% (2023: 25%) has not been recognised. This is because the company is not expected
to generate taxable income in a future period in excess of the deductible expenses of that future period and,
accordingly, it is unlikely that the company will be able to reduce future tax liabilities through the use of existing
unrelieved expenses.
Notes to the Accounts (continued)
FOR THE YEAR ENDED 31 MARCH 2024
71
9. Earnings per ordinary share
The earnings per ordinary share figure is based on the net loss for the year of £237,000 (2023: net loss £149,000)
and on 20,120,482 (2023: 21,300,543) ordinary shares, being the weighted average number of ordinary shares in issue
during the year.
The earnings per ordinary share figure detailed above can be further analysed between revenue and capital, as
below.
Year ended
31 March 2024
£’000
Year ended
31 March 2023
£’000
Net revenue gain
80 10
Net capital loss (317) (159)
Net total loss (237) (149)
Weighted average number of ordinary shares in issue during the year used for the
purposes of the undiluted calculation 20,120,482 21,300,543
Weighted average number of ordinary shares in issue during the year used for the
purposes of the diluted calculation 20,120,482 21,300,543
Diluted/Undiluted
Revenue gain per ordinary share 0.40p 0.05p
Capital losses per ordinary share (1.58)p (0.75)p
Total losses per ordinary share (1.18)p (0.70)p
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
72
10. Non current assets
Year ended
31 March 2024
£’000
Year ended
31 March 2023
£’000
Market value of investments at beginning of year
55,002 53,776
Net unrealised gain at beginning of year (13,139) (18,919)
Cost of investments at beginning of year 41,863 34,857
Purchases at cost during year 5,140 13,748
Sales at cost during year (7,860) (6,742)
Cost of investments at end of year 39,143 41,863
Net unrealised gain at the year end 10,543 13,139
Market value of investments at end of year 49,686 55,002
Year ended
31 March 2024
£’000
Year ended
31 March 2023
£’000
Listed on UK stock exchange
1,500 2,633
Listed on overseas stock exchanges 48,186 52,369
Market value of investments at end of year 49,686 55,002
Gain/(losses) on investments
2024
£’000
2023
£’000
Net gains on sale of investments 2,778 5,515
Movement in unrealised losses (2,596) (5,780)
Gain/(loss) on investments 182 (265)
Transaction costs
The following transaction costs were incurred during the year:
Year ended
31 March 2024
£’000
Year ended
31 March 2023
£’000
Purchases 3 6
Sales 4 6
7 12
11. Other Receivables
2024
£’000
2023
£’000
Sales for future settlement – 1,268
Prepayments and accrued income 124 191
124 1,459
Notes to the Accounts (continued)
FOR THE YEAR ENDED 31 MARCH 2024
73
12. Other payables
2024
£’000
2023
£’000
Interest payable 17 13
Short-term bank loan 3,000 3,000
Other creditors 145 253
Purchases awaiting settlement – 1,571
3,162 4,837
From 1 January 2022, the interest rate on the short-term bank loan changed from LIBOR to SONIA. This change had
no material impact to the cost of the loan.
Bank loan
The company’s revolving bank loan is with RBS, with a loan facility available up to a maximum of £5 million
(2023: £5 million). Interest is payable at the aggregate of the compounded Risk Free Rate (“RFR”) Sonia % day lag for
the loan period, plus a margin of 1.00%.
During the year the Company used the loan facility as follows:
Date Amount Borrowed Date Renewed
24 February 2023 £3.0 million 24 May 2023
24 May 2023 £3.0 million 24 August 2023
24 August 2023 £3.0 million 24 November 2023
24 November 2023 £3.0 million 26 February 2024
26 February 2024 £3.0 million 24 May 2024
As at 31 March 2024, the outstanding loan balance of £3.0 million was renewed on 26 February 2024. This was
further renewed on 24 May 2024.
The Non-utilisation fee (Note 7) relate to the fee payable on the unutilised portion of the loan facility.
13. Derivatives and other financial instruments
Background
The company’s financial instruments comprise securities and other investments, cash balances and debtors and
creditors that arise directly from its operations, for example, in respect of sales and purchases awaiting settlement
and debtors for accrued income. The numerical disclosures below exclude short-term debtors and creditors.
During the year under review, the company had little exposure to credit, cash flow and interest rate risks.
The principal risks the company faces in its portfolio management activities are:
■ foreign currency risk
■ market price risks i.e. movements in the value of investment holdings caused by factors other than interest rate
or currency movement
The investment adviser’s policies for managing these risks are summarised below and have been applied
throughout the year.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
74
13. Derivatives and other financial instruments (continued)
(a) Foreign Currency Risk
A proportion of the company’s portfolio is invested in overseas securities and their sterling value can be
significantly affected by movements in foreign exchange rates. The company does not normally hedge against
foreign currency movements affecting the value of the investment portfolio, but takes account of this risk
when making investment decisions.
Foreign currency sensitivity
The following table illustrates the sensitivity of the return after tax for the year to exchange rates for the
Pound Sterling against the US Dollar, Euro, Japanese Yen, Norwegian Krone, Canadian Dollar, Danish Krone,
Swedish Krona, Swiss Franc, Hong Kong Dollar and Australian Dollar. It assumes the following changes in
exchange rates:
£/US Dollar +/-5% (2023 +/-10%) £/Norwegian Krone +/-5%
(2023: +/-5%)
£/Australian Dollar +/-5%
(2023: +/-5%)
£/Japanese Yen +/-10% (2023: +/-5%) £/Euro +/-5% (2023: +/-5%) £/Swedish Krona +/-5%
(2023: +/-5%)
£/Danish Krone +/-5% (2023: +/-5%) £/Canadian Dollar +/-5%
(2023: +/-10%)
£/Hong Kong Dollar +/-5%
(2023: +/-10%)
£/Swiss Franc +/-5% (2023: +/-10%)
These percentages have been determined based on market volatility in exchange rates over the previous
twelve months. The sensitivity analysis is based on the company’s foreign currency financial instruments held
at the date of each Statement of Financial Position.
If sterling had weakened against the currencies below this would have the following effect:
2024 2023
Impact on
revenue
return
£’000
Impact on
capital
return
£’000
Total
£’000
Impact on
revenue
return
£’000
Impact on
capital
return
£’000
Total
£’000
US Dollar (2) 1,241 1,239 (5) 2,608 2,603
Euro (1) 531 530 (1) 580 579
Japanese Yen (1) 319 318 – 249 249
Norwegian Krone – 126 126 – 120 120
Canadian Dollar – 85 85 – 212 212
Danish Krone – 186 186 – 181 181
Swedish Krona – 96 96 – 120 120
Swiss Franc – 67 67 – 75 75
Hong Kong Dollar – 47 47 – 83 83
Australian Dollar – 33 33 – 29 29
(4) 2,731 2,727 (6) 4,257 4,251
Notes to the Accounts (continued)
FOR THE YEAR ENDED 31 MARCH 2024
75
If sterling had strengthened against the currencies below this would have the following effect:
2024 2023
Impact on
revenue
return
£’000
Impact on
capital
return
£’000
Total
£’000
Impact on
revenue
return
£’000
Impact on
capital
return
£’000
Total
£’000
US Dollar 2 (1,241) (1,239) 5 (2,608) (2,603)
Euro 1 (531) (530) 1 (580) (579)
Japanese Yen 1 (319) (318) – (249) (249)
Norwegian Krone – (126) (126) – (120) (120)
Canadian Dollar – (85) (85) – (212) (212)
Danish Krone – (186) (186) – (181) (181)
Swedish Krona – (96) (96) – (120) (120)
Swiss Franc – (67) (67) – (75) (75)
Hong Kong Dollar – (47) (47) – (83) (83)
Australian Dollar – (33) (33) – (29) (29)
4 (2,731) (2,727) 6 (4,257) (4,251)
(b) Market Price Risk
By the very nature of its activities, the company’s investments are exposed to market price fluctuations. Further
information on the investment portfolio and investment policy is set out in the Investment Adviser’s Review.
A portion of the financial assets of the company are denominated in currencies other than sterling with the result
that the Statement of Financial Position and total return can be significantly affected by currency movements.
Other price risk sensitivity
The following illustrates the sensitivity of the return after taxation for the year and the equity to an increase
or decrease of 20% in the fair value of the company’s equities. This level of change is considered to be
reasonably possible based on observation of market conditions during the year. The sensitivity analysis is
based on the company’s equities at each financial position statement date, adjusted for the management fee
paid in the year.
The impact of a 20 per cent. increase in the value of investments on the revenue return as at 31 March 2024 is a
decrease of £17,000 (2023: £19,000) and on the capital return is an increase of £9,885,000 (2023: £10,943,000).
The impact of a 20 per cent. fall in the value of investments on the revenue return as at 31 March 2024 is an
increase of £17,000 (2023: £19,000) and on the capital return is a increase of £9,885,000 (2023: £10,943,000).
(c) Interest rate risk
Interest rate movements may affect:
■ the fair value of investments of any fixed interest securities;
■ the level of income receivable from any floating interest-bearing securities, cash at bank and on deposit; and
■ the interest payable on the company’s floating interest term loans.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
76
13. Derivatives and other financial instruments (continued)
The financial assets (excluding short-term debtors and creditors) consist of:
2024 2023
Floating rate
£’000
Non-interest
bearing
£’000
Total
£’000
Floating rate
£’000
Non-interest
bearing
£’000
Total
£’000
Sterling 147 1,500 1,647 54 2,104 2,158
US Dollar 3,518 21,438 24,956 2,154 23,441 25,595
Euro – 10,683 10,683 – 11,671 11,671
Japanese Yen 5 3,198 3,203 453 5,010 5,463
Norwegian Krone – 2,526 2,526 124 2,422 2,546
Danish Krone – 3,734 3,734 105 3,644 3,749
Hong Kong Dollar – 952 952 – 830 830
Swedish Krona – 1,927 1,927 – 2,408 2,408
Canadian Dollar – 1,716 1,716 64 2,133 2,197
Swiss Franc – 1,341 1,341 – 754 754
Australian Dollar – 671 671 – 585 585
3,670 49,686 53,356 2,954 55,002 57,956
The floating rate assets consist of cash deposits at call. Sterling cash deposits at call earn interest at floating
rates based on daily Sterling Overnight Index Average (SONIA) rates.
The non-interest bearing assets represent the equity element of the investment portfolio at 31 March 2024.
The financial liabilities consist of:
2024 2023
Floating rate
£’000
Interest
bearing
£’000
Total
£’000
Floating rate
£’000
Interest
bearing
£’000
Total
£’000
Sterling 3,000 – 3,000 3,000 – 3,000
3,000 – 3,000 3,000 – 3,000
The liability consists of a bank loan (see Note 12).
(d) Interest rate sensitivity
As interest rates for any short-term loans are fixed at the commencement of the loan, only cash at call are
subject to interest rate movement.
All such deposits at call earn interest at a daily rate. Therefore, if a sensitivity analysis was performed by
increasing or decreasing the interest rates applicable to the company’s cash balances held at each reporting
date, with all other variables held constant, there would be no material change to the profit after taxation or
net assets for the year.
(e) Credit and Counterparty Risk
Credit Risk is the exposure to loss from the failure of a counterparty to deliver securities or cash for
acquisitions or to repay deposits. The company manages credit risk by using brokers from a database
of approved brokers who have undergone rigorous due diligence tests by the Investment Adviser’s Risk
Management Team and by dealing through JAM with banks approved by the Financial Conduct Authority. Any
derivative positions are marked to market and exposure to counterparties is monitored on a daily basis by the
fund manager; the board of directors reviews it on a quarterly basis. The maximum exposure to credit risk as at
31 March 2024 was £3,794,000 (2023: £4,428,000) consisting of short-term debtors, cash and cash equivalents.
Notes to the Accounts (continued)
FOR THE YEAR ENDED 31 MARCH 2024
77
13. Derivatives and other financial instruments (continued)
Impairment of financial instruments
The company holds only trade receivables with no financing component and which have maturities of less
than 12 months at amortised cost and, as such, has chosen to apply an approach similar to the simplified
approach for expected credit losses (ECL) under IFRS 9 to all its trade receivables. Therefore, the company
does not track changes in credit risk, but instead, recognises a loss allowance based on lifetime ECLs at each
reporting date.
The company’s approach to ECLs reflects a probability-weighted outcome, the time value of money and
reasonable and supportable information that is available without undue cost or effort at the reporting date
about past events, current conditions and forecasts of future economic conditions.
In the investment advisors’ opinion, due to the low level of expected future losses on cash and receivables, no
provision has been made for ECLs.
(f) Liquidity Risk
Liquidity risk is not considered significant. All liabilities are payable within three months. The company’s assets
comprise mainly readily realisable securities which can be sold to meet funding requirements if necessary.
Short-term flexibility is achieved through the use of short-term borrowings.
(g) Fair Value hierarchy
IFRS 13 ‘Fair Value Measurement’ requires an entity to classify fair value measurements using fair value hierarchy
that reflects the significance of the inputs used in making the measurements. The fair value hierarchy shall have
the following levels:
Level 1 reflects financial instruments quoted in an active market.
Level 2 reflects financial instruments whose fair value is evidenced by comparison with other observable
current market transactions in the same instrument or based on a valuation technique whose variables
includes only data from observable markets.
Level 3 reflects financial instruments whose fair value is determined in whole or in part using a valuation
technique based on assumptions that are not supported by prices from observable market transactions in the
instrument and not based on available observable market data.
The financial assets measured at fair value in the Statement of Financial Position are grouped into the fair value
hierarchy as follows:
2024 2023
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Equity Investments 49,686 – – 49,686 55,002 – – 55,002
49,686 – – 49,686 55,002 – – 55,002
JUPITER GREEN INVESTMENT TRUST PLC
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78
14. Capital management policies and procedures
The company’s capital comprises the equity share capital, share premium and reserves as shown in the
Statement of Financial Position.
The board, with the assistance of the investment adviser, monitors and reviews the broad structure of the
company’s capital on an ongoing basis. This review includes:
■ The need to buy back equity shares, either for cancellation or to hold in treasury, which takes account
of the difference between the net asset value per share and the share price (i.e. the level of share price
discount or premium); and
■ The extent to which revenue in excess of that which is required to be distributed should be retained.
During the period, the company complied with the externally imposed capital requirements:
■ As a public company, the company has a minimum share capital of £50,000; and
■ In order to be able to pay dividends out of profits available for distribution, the Company has to be able to
meet one of the two capital restriction tests imposed on investment companies by Company law.
15. Called-up share capital
Number
2024
£ Number
2023
£
Allotted, issued and fully paid
Ordinary shares of 0.1p each 33,724,958 33,725 33,724,958 33,725
For the year ended 31 March 2024 13,639 (31 March 2023: 2,567) new ordinary shares were issued from treasury on 17
April 2023. (31 March 2023: 2,567 new ordinary shares were issued from treasury on 13 April 2022).
For the year ended 31 March 2024, 2,031,011 (6.02%) ordinary shares were repurchased into treasury. (31 March 2023:
328,726 (0.97%) ordinary shares were repurchased into treasury).
14,635,175 ordinary shares were held in treasury at 31 March 2024 (31 March 2023: 12,617,803).
16. Share Premium
2024
£’000
2023
£’000
At beginning of year 2,468 2,465
Premium on reissue of shares from treasury during the year 17 3
At end of year 2,485 2,468
For the year ended 31 March 2024 13,639 (31 March 2023: 2,567) shares were re-issued from treasury.
17. Redemption reserve
2024
£’000
2023
£’000
At beginning of year 239 239
At end of year 239 239
Notes to the Accounts (continued)
FOR THE YEAR ENDED 31 MARCH 2024
79
18. Retained earnings
The table below shows the movement in the retained earnings analysed between revenue and capital items.
2024 2023
Revenue
1
£’000
Capital
2
£’000
Total
£’000
Revenue
1
£’000
Capital
2
£’000
Total
£’000
At beginning of year 10 51,827 51,837 – 52,652 52,652
Net loss for the year 80 (317) (237) 10 (159) (149)
Ordinary shares reissued from treasury – 18 18 – 3 3
Ordinary shares repurchased – (4,058) (4,058) – (669) (669)
At end of year 90 47,470 47,560 10 51,827 51,837
1 Distributable Reserve.
2 Distributable and non-distributable reserve.
There were no dividends paid during the year. All dividends are paid from the revenue reserve.
19. Net asset value per ordinary share
The net asset value per ordinary share is based on the net assets attributable to the equity shareholders of
£50,318,000 (2023: £54,578,000) and on 19,089,783 (2023: 21,107,155) ordinary shares, being the number of ordinary
shares in issue at the year end, excluding treasury shares.
2024 2023
Undiluted
Ordinary shareholders’ funds (£’000) 50,318 54,578
Number of ordinary shares in issue 19,089,783 21,107,155
Net asset value per ordinary share (pence) 263.59 258.58
Diluted
Ordinary shareholders’ funds assuming exercise of Subscription shares (£’000) 55,254 60,333
Number of potential ordinary shares in issue 20,998,761 23,217,871
Net asset value per ordinary share (pence) 263.13 259.86
The diluted net asset value per ordinary share assumes that all outstanding dilutive subscription rights (2024:
1,908,978, 2023: 2,110,716) were converted into ordinary shares at the year end and is calculated using the net asset
value per ordinary share at the prior year end. Any shares to be issued under the subscription rules were dilutive
to the NAV and anti-dilutive to the share price for the year ended 31 March 2024. This is an annual opportunity for
shareholders to subscribe for 1 new share for every 10 held and the price will be equal to the audited undiluted
NAV per share from the previous year.
20. Reconciliation of net cash outflow from operating activities
2024
£’000
2023
£’000
Net loss after taxation (237) (149)
(Gain)/loss on investments at fair value through profit or loss (182) 265
Decrease/(increase) in prepayments and accrued income 67 (10)
(Decrease)/increase in accruals and other creditors (104) 85
Foreign exchange loss/(gain) 98 (465)
Net cash outflow from operating activities (358) (274)
JUPITER GREEN INVESTMENT TRUST PLC
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80
21. Reconciliation of financial liabilities
At
1 April
2023
£’000
Transactions
in the year
£’000
Cashflow
£’000
At
31 March
2024
£’000
Short-term bank loan 3,000 – – 3,000
Sales of ordinary shares from treasury – (35) 35 –
Shares repurchased – 4,058 (4,058) –
Cash flows from financing activities 3,000 4,023 (4,023) 3,000
22. Related parties
Jupiter Unit Trust Managers Limited (‘JUTM’), the Alternative Investment Fund Manager, is a Company within the
same group as Jupiter Asset Management Limited (‘JAM’), the investment adviser. JUTM receives an investment
management fee as set out below.
JUTM is contracted to provide investment management services to the Company subject to termination by not
less than twelve months’ notice by either party. The basis for calculation of the management fee charged to the
company to 0.70% of net assets up to £150 million, reducing to 0.60% for net assets over £150 million and up to
£250 million, and reducing further to 0.50% for net assets in excess of £250 million after deduction of the value of
any Jupiter managed investments.
The management fee payable to JUTM for the period 1 April 2023 to 31 March 2024 was £342,792 (year to 31 March
2023: £369,162) with £58,542 (31 March 2023: £64,344) outstanding at period end.
There are no transactions with the Directors other than aggregated remuneration for services as Directors as
disclosed in the Directors’ Remuneration Report on page 48 and as set out in Note 5 to the Accounts on page 69
and the beneficial interests of the Directors in the Ordinary shares of the Company as disclosed on page 49.
The company has invested from time to time in funds managed by Jupiter Fund Management PLC or its
subsidiaries. There were no such investments at the year end (31 March 2023: Nil). No investment management
fee is payable by the company to Jupiter Asset Management Limited in respect of the company’s holdings
in investment trusts, open-ended funds and investment companies in respect of which Jupiter Investment
Management Group Limited, or any subsidiary undertaking of Jupiter Investment Management Group Limited,
receives fees as investment manager or investment adviser.
All transactions with related parties were carried out on an arm’s length basis.
23. Contingent liabilities and capital commitments
There were no contingent liabilities or capital commitments at 31 March 2024 (2023: Nil).
24. Post balance sheet events
Since the year end (1 April to 22 July 2024) 114,003 ordinary shares were repurchased to be held in treasury and no
ordinary shares were re-issued from treasury.
Notes to the Accounts (continued)
FOR THE YEAR ENDED 31 MARCH 2024
81
Directors Michael Naylor, Chairman
Jaz Bains, Senior Independent Director
Simon Baker, Chairman of the Audit Committee
Baroness Bryony Worthington
Registered Office The Zig Zag Building
The Zig Zag Building, 70 Victoria Street, London SW1E 6SQ
Telephone 020 3817 1000
Facsimile 020 3817 1820
Website www.jupiteram.com/JGC
Email investmentcompanies@jupiteram.com
Authorised and regulated by the Financial Conduct Authority
Investment Adviser & Secretary Jupiter Asset Management Limited
The Zig Zag Building, 70 Victoria Street, London SW1E 6SQ
Telephone 020 3817 1000
Facsimile 020 3817 1820
Authorised and regulated by the Financial Conduct Authority
Custodian J.P. Morgan Chase Bank N.A
25 Bank Street, Canary Wharf, London E14 5JP
Authorised and regulated by the Financial Conduct Authority
Depositary J.P. Morgan Europe Limited
25 Bank Street, Canary Wharf, London E14 5JP
Authorised by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority
Registrars Equiniti Limited
Aspect House, Spencer Road, Lancing West Sussex BN99 6DA
Telephone + 44 (0) 371 384 2030
Lines are open from 08:30 a.m. to 5:30 p.m. Monday to Friday. Calls are charged
at the standard geographic rate and will vary by provider.
Website Shareview.co.uk
Independent Auditors Ernst & Young LLP
Atria One, 144 Morrison Street, Edinburgh EH3 8EX
Company Registration Number 05780006
Registered in England & Wales
An investment company under s.833 of the Companies Act 2006.
Investor Codes
Sedol Number
Ordinary shares B120GL7
ISIN
Ordinary shares GB00B120GL77
Ticker
Ordinary shares JGC LN
The Company is a member of
Company Information
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
82
MSCI World Small Cap Index
This document contains information based on the MSCI World Small Cap Index. Neither MSCI nor any other party
involved in or related to compiling, computing or creating the MSCI data makes any express or implied warranties
or representations with respect to such data (or the results to be obtained by the use thereof), and all such parties
hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a
particular purpose with respect to any of such data. Without limiting any of the foregoing, in no event shall MSCI,
any of its affiliates or any third party involved in or related to compiling, computing or creating the data have any
liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if
notified of the possibility of such damages. No further distribution or dissemination of the MSCI data is permitted
without MSCI’s express written consent.
Retail distribution of non-mainstream products
The Company currently conducts its affairs so that its shares can be recommended by Independent Financial
Advisers to ordinary retail investors in accordance with the FCA’s rules in relation to non-mainstream investment
products and intends to continue to do so for the foreseeable future. The Company’s shares are excluded
from the FCA’s restrictions which apply to non-mainstream investment products because they are shares in an
investment trust.
Performance Updates
The Company publishes a monthly factsheet which contains key information about its performance, investment
portfolio and pricing. The factsheets together with electronic copies of the most recent annual and half-
yearly reports and accounts are available for download from www.jupiteram.com/JGC. Should you wish to
be added to an email distribution list for future editions of the monthly factsheet, please send an email to
investmentcompanies@jupiteram.com. For investors who do not have access to the internet, these documents are
also available on request from Jupiter’s Customer Services Team on 0800 561 4000.
Further information about the Company is also available from third-party websites such as
Kepler Trust Intelligence: Home – Trust Intelligence | Kepler Partners
The Association of Investment Companies – www.theaic.com
Morningstar – www.morningstar.co.uk.
Dividend Tax Allowance
With effect from 6 April 2016 the dividend tax credit was replaced by an annual tax-free dividend allowance.
Dividend income in excess of this allowance will be taxed according to your personal income tax bracket. The
Company’s registrar will continue to provide shareholders with confirmation of dividends paid shareholders should
retain such confirmations to enable them to calculate and report total dividend income received. Shareholders
should note that it is their sole responsibility to report any dividend income in excess of their annual tax-free
allowance to HMRC.
Further information on the dividend tax allowance can be obtained from the HMRC website at
https://www.gov.uk/tax-on-dividends
Investor Information
FOR THE YEAR ENDED 31 MARCH 2024
83
Investor Information (continued)
Dividend reinvestment plan and managing your account online
Shareholders may elect for the Company’s registrar, Link Group, to reinvest dividends automatically on their
behalf.
The reinvestment plan terms and conditions are available upon request from the helpline, by email to shares@
linkgroup.co.uk, or through www.signalshares.com. The helpline number is 0371 664 0300, or from overseas +44 (0)
371 664 0300. Calls to this number are charged at the standard geographical rate and will vary by provider. Calls
outside of the United Kingdom will be charged at the applicable international rate. Lines are open from 09:00 a.m.
to 5:30 p.m. Monday to Friday.
Signal shares is the Link Group online portal enabling you to manage your shareholding online. If you are a direct
investor you can view your shareholding, change the way the registrar communicates with you or the way you
receive your dividends, and buy and sell shares. If you haven’t used this service before, all you need to do is enter
the name of the Company and register your account. You’ll need your investor code (IVC) printed on your share
certificate in order to register.
Changes to our Data Privacy Notice
We have updated our Privacy Notice to align with the new data privacy law in the European Union, known as the
General Data Protection Regulation (GDPR) to which we are subject. Data protection and the security of your
information always has been and remains of paramount importance to us.
Any information concerning shareholders and other related natural persons (together, the data subjects) provided
to, or collected by or on behalf of, Jupiter Unit Trust Managers Limited (the management company) and/or Jupiter
Green Investment Trust PLC (the controllers) (directly from Data Subjects or from publicly available sources) may
be processed by the controllers as joint controllers, in compliance with the GDPR.
You are not required to take any action in respect of this notice, but we encourage you to read our Privacy
Notice. Our privacy notice can be found on our website, www.jupiteram.com/Shared-Content/Legal-content-
pages/Privacy/Investment-trusts. In the event that you hold your shares as a nominee, we request that you
promptly pass on the details of where to find our privacy notice to the underlying investors and/or the beneficial
owners.
JUPITER GREEN INVESTMENT TRUST PLC
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84
UCITS V Remuneration Qualitative Disclosures
Decision-making process to determine
remuneration policies
Under the Jupiter’s Group’s framework ultimate
responsibility in remuneration matters is held by the
Board of Directors of Jupiter Fund Management Plc
(“the Board”). The Board is supported in remunerated-
related issues by the Remuneration Committee
(“RemCo”).
The Board is responsible for establishing the Group
Remuneration Policy, and with support of the RemCo
regularly reviewing the Group Remuneration Policy
to meet any important regulatory developments and
the objectives of the Group.
The RemCo is delegated with the role of supporting
the Board in setting remuneration guidelines,
establishing share-based remuneration plans, and
approving the aggregate variable remuneration
expenditure of the Group as well as determining
and proposing to the Board the individual total
remuneration payable to the members of the Board
(other than its chairman) for approval. The RemCo
ensures that the Remuneration Policy and practices
across the Group operate in line with EU regulations
that apply to its regulated entities and delegates.
The RemCo regularly reports to the Board on the
status of its activities, the development of the
remuneration architecture within the Group as well
as on the operational implementation of this Policy.
The RemCo consists of at least three members of the
Board all of whom are Non-Executive Directors.
Jupiter’s remuneration philosophy is aligned with the
Group’s pre-incentive operating profit as well as its
tolerance for risk. The Group’s approach provides for
remuneration that attracts and retains employees in
each local market and motivates them to contribute
to the development and growth of its business.
The policy promotes sound and effective risk
management and does not encourage inappropriate
risk taking.
Link between pay and performance
As described above, Jupiter operates a Group-wide
remuneration policy, which applies to all employees
across the Group.
Jupiter ensures that any measurement of
performance used to evaluate the quantum of
variable remuneration elements or pools of variable
remuneration elements:
■ includes adjustments for current and future risks,
taking into account the cost and quantity of the
capital and the liquidity required;
■ takes into account the need for consistency with
the timing and likelihood of the firm receiving
potential future revenues incorporated into
current earnings;
■ is based on the performance of the Group, the
individual and the relevant function / business
unit or in the case of a fund manager, the fund(s),
where financial and non-financial criteria are
considered when assessing individual performance;
and
■ is set within a multi-year framework to ensure that
the assessment process is based on longer term
performance and associated risks, and to ensure
that payment is spread over an appropriate period.
Material Risk Takers
The categories of staff for inclusion as Material Risk
Takers for JUTM include:
■ Executive and non-executive members of the
Board
■ Other members of senior management
■ Staff responsible for control functions.
The Material Risk Takers are identified and reviewed
on an annual basis by the relevant entities and the
RemCo in line with the criteria set out under EU
regulations, namely:
Investor Information (continued)
FOR THE YEAR ENDED 31 MARCH 2024
85
If, in the performance of their professional activities
certain staff of a delegate portfolio manager can
have a material impact on the risk profiles of the
funds they manage, these employees are considered
as “Identified Staff”. For this purpose, the Group
considers the respective delegate portfolio manager
as subject to equally effective regulation if they are
required by law and regulations or in accordance with
internal standards to put in place a remuneration
policy, which in accordance to the ESMA
Remuneration Guidelines is considered equivalent in
its objectives. The Group’s regulated entities will only
delegate its portfolio management to firms, whose
remuneration policy complies with the ‘equivalence
standard’ as described.
In line with ESMA Guidelines, proportionality is
considered taking into account the following factors:
■ The percentage of assets under management;
■ Total assets under management; and
■ The average ratio between its fixed and variable
remuneration paid to staff.
It should be noted that despite use of
proportionality, the Group’s compensation
arrangements involve high levels of deferral, payment
in shares and performance adjustment provisions on
commercial and risk management grounds.
Further details in relation to the Qualitative
disclosures are included in the Group Remuneration
Policy.
Quantitative disclosures
The remuneration data provided below reflects
amounts paid in respect of the performance year
2023 in relation to the funds managed by JUTM.
As at 31 December 2023, JUTM had GBP 26.9 billion
assets under management consisting of 30 authorised
Unit Trust, 9 sub-funds within 2 Open-Ended
Investment Companies and 2 Investment Trusts.
Total annual remuneration paid to all Management Company employees:
Of which fixed: n/a
Of which variable: n/a
Number of JUTM employees:
Total remuneration paid to Identified Staff of JUTM: £9,926,537
Of which paid to Senior Management: £2,034,057
Of which paid to other Identified Staff: £7,892,480
Number of Identified Staff: 25
Total annual remuneration paid to employees in delegate(s): £11,310,880
Of which fixed: £1,977,355
Of which variable: £9,333,525
Number of beneficiaries: 9
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
86
Notes
Remuneration for Material Risk Takers includes
remuneration paid to employees of other group
companies performing senior management functions
for JUTM.
Remuneration for Material Risk Takers includes
remuneration paid to employees of other group
companies who perform fund management activities
on behalf of JUTM under the terms of a delegation
agreement between JUTM and their employer. In the
interests of transparency, the remuneration disclosed
for these employees is the total remuneration for
activities across all group companies.
In the figures above, fixed remuneration relates
to salary and pension benefits and variable
remuneration includes the annual bonus including
any long-term incentive awards.
These disclosures are in line with Jupiter’s
interpretation of currently available regulatory
guidance on quantitative remuneration disclosures.
As market or regulatory practice develops Jupiter may
consider it appropriate to make changes to the way
in which quantitative remuneration disclosures are
calculated. Where such changes are made, this may
result in disclosures in relation to a fund not being
comparable to the disclosures made in the prior year,
or in relation to other Jupiter fund disclosures in that
same year.
Due to the increasing complexity of the business,
the information that is needed to provide a further
breakdown of remuneration is not readily available
and would not be relevant or reliable.
Implementation of the remuneration policy for the
Group is subject to an annual independent review.
No material outcomes or irregularities were identified
as a result of the most recent independent review,
which took place in 2023.
Shareholder Relations
All shareholders have the opportunity to vote on the
resolutions set out in the Notice of Meeting (‘Notice’)
and to put questions regarding the Company to the
directors and the Investment Adviser, in advance
of the AGM. The Notice sets out the business of
the AGM and any item not of an entirely routine
nature is explained in the Directors’ Report or notes
accompanying the Notice. Separate resolutions are
proposed for each substantive issue. Information
on proxy votes cast is available to shareholders
attending the AGM and published thereafter on the
Company’s website.
The Company reports to shareholders twice a year
by way of the Half Yearly Financial Report and Annual
Report & Accounts. In addition, net asset values are
published on a daily basis and monthly factsheets
are published on the Company’s website
www.jupiteram.com/JGC.
The Board has developed the following procedure
for ensuring that each director develops an
understanding of the views of shareholders. Regular
contact with major shareholders is undertaken by
the Company’s corporate brokers and the corporate
finance executive of the Investment Adviser. Any
issues raised by major shareholders are then reported
to the Board. The Board also receives details of all
material correspondence with shareholders. The
chairman and individual directors are willing to
meet shareholders to discuss any particular items of
concern regarding the performance of the Company.
The chairman, directors and representatives of the
Investment Adviser are also available to answer any
questions which may be raised by a shareholder.
Engagement with Stakeholders
More information about how the Board fosters
the relationships with its shareholders and other
stakeholders, and how the Board considers the
impact that any material decision will have on
relevant stakeholders, can be found in the section 172
statement in the Strategic Report on page 26.
Investor Information (continued)
FOR THE YEAR ENDED 31 MARCH 2024
87
Statement in Respect of the Annual Report &
Accounts
Having taken all available information into
consideration, the Board has concluded that the
Annual Report & Accounts for the year ended 31
March 2023, taken as a whole, is fair, balanced and
understandable and provides the information necessary
for shareholders to assess the Company’s performance,
income business model and strategy. The Board’s
conclusions in this respect are set out in the Statement
of Directors’ Responsibilities on page 51.
JUPITER GREEN INVESTMENT TRUST PLC
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Advice to shareholders
In recent years investment related scams have become increasingly sophisticated and difficult to spot. We are
therefore warning all our shareholders to be cautious so that they can protect themselves and spot the warning
signs.
Fraudsters will often:
■ contact you out of the blue
■ apply pressure to invest quickly
■ downplay the risks to your money
■ promise tempting returns that sound too good to be true
■ say that they are only making the offer available to you
■ ask you to not tell anyone else about it
You can avoid investment scams by:
■ Rejecting unexpected offers – Scammers usually cold call but contact can also come by email, post, word
of mouth or at a seminar. If you have been offered an investment out of the blue, chances are it’s a high risk
investment or a scam.
■ Checking the FCA Warning List – Use the FCA Warning List to check the risks of a potential investment. You
can also search to see if the firm is known to be operating without proper FCA authorisation.
■ Getting impartial advice – Before investing get impartial advice and don’t use an adviser from the firm that
contacted you.
If you are suspicious, report it
■ You can report the firm or scam to the FCA by contacting their Consumer Helpline on 0800 111 6768 or using
their online reporting form.
■ If you have lost money in a scam, contact Action Fraud on 0300 123 2040 or www.actionfraud.police.uk
For further helpful information about investment scams and how to avoid them please visit www.fca.org.uk/
scamsmart.
Important Risk Warnings
89
FOR THE YEAR ENDED 31 MARCH 2024
Alternative performance measures
The European Securities and Markets Authority
(‘ESMA’) published its guidelines on Alternative
Performance Measures (‘APMs’). APMs are defined
as being a ‘financial measure of historical or future
financial performance, financial position, or cash
flows, other than a financial measure defined or
specified in the applicable accounting framework.’
The guidelines are aimed at promoting the usefulness
and transparency of APMs included in regulated
information and aim to improve comparability,
reliability and/or comprehensibility of APMs. The
following APMs (indicated by *) are used throughout
the annual report, financial statements and notes to
the financial statements.
Benchmark total return index
A total return index is a type of equity performance
index that tracks both the capital gains of a group
of stocks over time, and assumes that any cash
distributions, such as dividends, are reinvested back
into the index.
Diluted NAV per share*
The diluted NAV per share is the net asset value per
ordinary share adjusted to assume that all the current
subscription rights are taken up in full. Shareholders
have the opportunity to subscribe for one new
ordinary share for every ten held so the diluted net
asset value per share of the Company at any point is
calculated by dividing the net assets of the Company
by the number of shares, plus 10%, in issue. The
subscription rights of the shareholders are described
in more detail within Dividend Policy, Planned Life
of the Company, Discount Control and Subscription
Rights on page 33.
The calculation of the Diluted NAV per share is
shown in Note 19 to the Accounts.
Discount*
The amount, expressed as a percentage, by which the
share price is less than the net asset value per share.
As at 31 March 2024 the share price was 181.00p and
the audited undiluted net asset value per share
(cum income) was 263.59p, the discount therefore
being (31.33%). As at 31 March 2023 the share price
was 224.00p and the net asset value per share (cum
income) was 258.58p, the discount therefore being
(13.37%).
Discount management
Discount management is the process of the buy-
back and issue of Company shares by the Company,
to and from its own holding or ‘treasury’ with the
intention of managing any imbalance between
supply and demand for the Company’s shares and
thereby the market price. The aim is to ensure that,
in normal market conditions, the market price of
the Company’s shares will not materially vary from
its NAV per share. The authority to repurchase the
Company’s shares is voted upon by the shareholders
at each annual general meeting.
Gearing*
Gearing is the borrowing of cash to buy more assets
for the portfolio with the aim of making a gain
on those assets larger than the cost of the loan.
However, if the portfolio doesn’t perform well
the gain might not cover the costs. The more an
investment company gears, the higher the risk.
Gearing is the ratio (£669,696) being gross borrowings
(£3,000,000) less cash (£3,669,696) to its net assets
(£50,318,342) expressed as a percentage (0.0%) as
the cash held exceeds the loan drawn down. As
at 31 March 2023 the Company’s net borrowings
(£45,703) being gross borrowings (£3,000,000) less cash
(£2,954,297) to its net assets (£54,577,938) expressed
as a percentage (0.0%) the loan drawn down exceeds
the cash held.
Mid market price
The mid-market price is the mid-point between the
buy and the sell prices.
NAV per share/Undiluted NAV per share
The net asset value (‘NAV’) is the value of the
investment Company’s assets less its liabilities. The
NAV per share is the NAV divided by the number of
shares in issue. The calculation of the NAV per Share/
Glossary of Terms including alternative performance measures
90
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
undiluted NAV per share is shown in Note 19 to the
Accounts.
Ongoing charges*
Ongoing charges are the total expenses including
both the investment management fee and other
costs, but excluding finance costs and performance
fees, as a percentage of NAV.
The calculation of the ongoing charges is provided in
note 6 of the accounts.
Premium*
The amount, expressed as a percentage, by which the
share price is more than the net asset value per share.
The Company is in a discount position for both 2024
and 2023.
Treasury shares
Treasury shares are the part of the issued share
capital that is held by the Company. They do not
rank for dividend income and do not have voting
rights. The Company uses treasury shares for
discount management purposes as described above
and in more detail in the Report of the Directors on
page 36.
Undiluted NAV per share*
The undiluted NAV per share is the net asset value
per ordinary share with no adjustment for the
assumed exercise of all current subscription rights.
* Alternative performance measure.
Glossary of Terms including alternative performance measures (continued)
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Annual Report & Accounts
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